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1
SERVICES PROVIDED
FullControl Network, Inc. (“FullControl
Network”) provides Internet connectivity
services (“Bandwidth”), certain
equipment used in Internet connectivity services
(“Hardware”), and licensing of the
associated operating systems, web server software
and other proprietary software of FullControl
Network (“Software”), in addition to
other services set forth in the server plan
created by Client (Bandwidth, Hardware, Software
and all other services provided by FullControl
Network are collectively referred to herein as
“Services”). FullControl Network
desires to provide Services to Client, and Client
desires to receive and compensate FullControl
Network for those Services, as more specifically
set forth in Client’s Server Plan Order
Form incorporated herein by this reference
(“Service Order”).
2
SERVICES AND SERVICE ORDERS
2.1 Service Order(s). Client shall use
the then current version of the Service Order as
designated by FullControl Network. The Service
Order shall be subject to the terms and
conditions of the Agreement. In the event any
provisions contained in a Service Order conflict
with any terms, conditions or clauses contained
in this Agreement, the provisions of this
Agreement shall control.
2.2 Service Order Change Form.
FullControl Network and Client may agree to
execute one or more service order change forms
(“Service Order Change Forms”) at any
time and from time to time after the date of this
Agreement. Each such Service Order Change Form
shall be incorporated into this Agreement and
shall become a hereof and any reference herein to
Service Orders shall hereby include any Service
Order Change Forms. In the event of any
discrepancies between any Service Order Change
Forms, the one with the most recent date shall
control. Nothing in this Section or any other
provision of this Agreement shall obligate
FullControl Network to agree to any Service Order
Change Form. FullControl Network shall have the
absolute right to refuse any proposal to change
the terms of this Agreement, as they exist now or
at any time in the future.
2.3 Client System Administrator. System
administration is not included in the Services
provided by FullControl Network to Client under
this Agreement. Client is solely responsible for
all management of the server. FullControl Network
will provide Client with server and will install
operating system software as indicated on the
Service Order. Client agrees to install any
updates and patches to the operating system.
2.4 IP Addresses. FullControl Network may
designate for Client’s use on a temporary
basis the number of Internet Protocol Address
(“IP Addresses”) specified on the
Service Order from the address space assigned to
FullControl Network. Client acknowledges that the
IP Addresses are the sole property of FullControl
Network, and are temporarily designated for
Client’s use as part of the Services, and
are not portable. FullControl Network reserves
the right to change the IP Addresses designations
at any time. FullControl Network shall use
reasonable efforts to minimize inconvenience to
Client resulting from such changes, and shall
give the Client reasonable notice of changes.
Client agrees that it will have no right to use
IP Addresses assigned to FullControl Network upon
termination of this Agreement, and that any
change in IP Addresses Client may need to make
after termination of the Agreement shall be the
sole responsibility of Client.
2.5 Bandwidth. The Service Order sets
forth the monthly amount of Bandwidth to be
provided by FullControl Network to Client under
this Agreement. Client is solely responsible for
monitoring its Bandwidth consumption. If
Client’s Bandwidth usage exceeds the amount
set forth on the Service Order, Client hereby
authorizes FullControl Network to charge the
credit card number provided on the Service Order
for additional block of Bandwidth equivalent in
size to that originally purchased. The rates for
additional Bandwidth shall be as published on
FullControl Network’s website. In the event
that a credit card charge for excess Bandwidth
fails or is denied for any reason, FullControl
Network may suspend any or all Services to the
Client. If Client has not provided a credit card
number for payment of the Services provided
hereunder, Client must pay any excess Bandwidth
fees in advance to avoid a suspension of all or
part of the Services. Any suspension of Services
does not release Client from its payment
obligations for the Initial Term or any
applicable Renewal Term.
3 TERM
AND RENEWAL
This Agreement will begin on the date it is
accepted by FullControl Network and shall
automatically renew monthly for virtual server accounts or yearly
for all other services, unless
earlier terminated according to the provisions
of Section 9 below. This Agreement will continue
automatically for additional terms equal to the
Initial Term (each, a “Renewal Term”)
unless either party provides written notice at
least thirty (30) days prior to the end of the
Initial Term or Renewal Term, as applicable, that
it has elected not renew this Agreement. For
security reasons and the general protection of
all Clients, FullControl Network requires all
notices not to renew the Agreement be delivered
by faxing a cancellation request to the current
fax phone number published on the FullControl
Network website, containing the account name,
password, reason for cancellation and signature
of Client.
4
LIMITED WARRANTIES
4.1 30-Day Money Back Guarantee.
FullControl Network hereby extends an
unconditional money back guarantee to Client
during the first thirty (30) days of the Initial
Term (“30-Day Guarantee”). This
30-Day Guarantee shall begin on the date that the
server release notification is e-mailed or faxed
to Client and expires thirty calendar days
thereafter. In order to avail itself of the
30-Day Guarantee, Client must notify FullControl
Network by faxing a request, on Client’s
letterhead, with cancellation, all Services shall
be terminated and any fees paid, excluding Set-Up
fees, shall promptly be returned in the form of a
check to Client at the address provided on the
Service Order.
4.2 Availability Guarantee. FullControl
Network ensures Internet connectivity is provided
to Customer 100% of the time and, as set forth
below FullControl Network will credit
Customer's account if FullControl Network
fails to meet this network uptime guarantee
during any given calendar month. At
Customer's request, FullControl Network will
calculate Customer's ("Network
Unavailability") in a calendar month.
Network Unavailability consists of the number of
minutes that the network was not available to the
Customer, but will not include unavailability,
which Customer fails to report to FullControl
Network within five days, or any unavailability
resulting from (a) scheduled network maintenance,
or (b) Client owned and/or maintained circuits or
equipment failure, or (c) Client's
applications or equipment, or (d) acts or
omissions of customer, or (e) any use or user of
the service authorized by customer, or (f)
reasons beyond the control of FullControl
Network. For each cumulative one half hour (30
minutes) of Network Unavailability in any
calendar month, Customer's account shall be
credited for the pro-rated charges for eight (8)
hours of the monthly fee, up to but not exceeding
the monthly hosting fee. This does not include
additional charges such as bandwidth
overages.
4.3 Price Freeze Guarantee. Provided
Client is at no time in breach of this Agreement,
FullControl Network hereby agrees not to raise
the fees set forth in a Service Order
(“Price Freeze Guarantee”) for a
period of one (1) year.
5 FEES
AND PAYMENTS
5.1 Fees. Client shall pay all fees
according to the prices and terms listed in this
Agreement and the Service Order. The prices
listed in the Service Order will remain in effect
during the Initial Term and will continue
thereafter. Except as provided in the Prize
Freeze Guarantee, FullControl Network may change
the fees it charges Client for Services upon
thirty (30) days prior notice to the beginning of
any Renewal Term.
5.2 Payments and Late Payment Charge.
Payment for all Set-Up Fees (as set forth in the
Service Order) shall be due at the time the
Service Order is accepted by FullControl Network.
Fees for Services shall be in the amount and
frequency set forth in the Service Order (to
begin on the date that the server release
notification is e-mailed or faxed to the Client)
(“Payment Date”). This Agreement is
for the entire Initial Term or applicable Renewal
Term and Client is obligated to pay the fees for
Services voluntarily selected by Client. All such
fees shall be received at FullControl Networks by
2:00 p.m. on the Payment Date. Client shall pay a
late charge of $10 per month, or the maximum rate
permitted by applicable law,
on any unpaid amount for each calendar month or
fraction thereof that payments are in arrears to
FullControl Network. FullControl Network may send
all fees not paid to a collection agency. Client
agrees to be responsible for paying all costs of
collection, including, but not limited to,
reasonable attorney’s fees and, where
lawful, collection agency fees. All accounting
issues should be addressed using the contact page
on the FullControl Network website.
5.3 Checks or Money Order. Client may pay
fees by check or money order in U.S. dollars
only. FullControl Network will not accept
international checks in foreign currency. In the
event a check is returned as not payable, Client
will be assessed a $25.00 returned check fee. If
Client fails to pay all fees by the Payment Date,
Client will be sent a suspension of Services
e-mail that will grant Client seven (7) days to
make payment.
5.4 Credit Card. Client may pay fees by
MasterCard, Visa, American Express and Discover
(“Credit Cards”). Credit Cards shall
be charged seven (7) days prior to the Payment
Date to the Credit Card number given at the time
Client submits the Service Order. Payment by
Credit Card includes the authorization to charge
all future recurring fees and charges to the
Credit Card on file with FullControl Network. If
Client’s Credit Card is denied, for any
reason, Client will be sent a notice by e-mail.
If payment is not received by the Payment Date,
FullControl Network may make one final attempt to
charge Client’s Credit Card on or around
the Payment Date. If payment is not secured by
the Payment Date, Client will be sent a
Suspension of Service e-mail which will grant
Client seven (7) days to make payment. In the
event Client initiates a charge back, FullControl
Network may immediately suspend all Service to
Client until such time as full payment is
received in addition to a $25.00 reactivation
fee.
5.5 Suspension of Services. Failure of
Client to fully pay any fees when due may be
deemed a material breach of this Agreement,
justifying suspension of the performance of
Services to Client at FullControl Network’s
sole option. Any such suspension of Services does
not relieve Client from the obligation to pay all
amounts due FullControl Network under this
Agreement for the remainder of the Initial Term
or then applicable Renewal Term. In the event of
a suspension of service, Client shall pay
FullControl Network a $50.00 suspension or
service fee, and if reactivation is requested, a
$150.00 reinstatement fee in addition to full
payment of the outstanding balance due.
Reactivation of services will only be performed
during FullControl Network’s business hours
(Monday through Friday, 9:00am - 6:00pm Central
Time, excluding holidays).
5.6 Pricing Disputes. Client must notify
FullControl Network in writing of any disputed
charges within thirty (30) days of the date of
the billing for such charges. If Client does not
notify FullControl Network within that time
period, Client has waived any right to dispute
such amounts, either directly or indirectly or
collect amounts due to FullControl Network.
5.7 Taxes. Fees are exclusive of any and
all sales, use, value added, excise, transfer,
privilege, duty and any other taxes or duties,
whether international, national, state or local,
however under this Agreement; excluding, income
taxes on profits which may be levied against
FullControl Network.
6
SOFTWARE LICENSE AND RIGHTS
6.1 Software Licenses. During the Initial
Terms and any applicable Renewal Term,
FullControl Network grants Client a
nontransferable, nonexclusive limited license to
use the Software, in object code form only,
solely for purposes of using the Services on the
Hardware. To the extent such rights as it is able
to under an agreement with extent such Software
belongs to a third party, FullControl Network
only grants such rights as it is able to under an
agreement with applicable third party.
6.2 Software License Restrictions. Client
agrees that it will not, directly or indirectly
and it will not allow others to be involved in
the following activities.
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1. Copy the software, except as is
necessary to install on Hardware and for
internal, archival purposes. In the event
Client makes any copies of the Software,
Client shall reproduce all proprietary
notices on such copies.
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2. Reverse engineer, de-compile, disassemble,
modify or otherwise attempt to derive
source code from the software.
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3. Sell, lease, license, transfer, give
possession of, or sublicense the software
or the documentation to others.
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4. Write or develop any derivative or other
software programs, based, in whole or in
part, upon the software or any Confidential
Information.
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6.3 Proprietary Rights. Client shall not
have any right, title, or interests in the Software,
Hardware, documentation, or any copyrights, patents
or trademarks, embodied or used in the connection
therewith, except for the limited license provided
in Section 6.1.
6.4 Propriety Rights of Client. As between
Client and FullControl Network, Content (defined
below) shall remain the sole and exclusive property
of Client, including, without limitation, all
copyrights, trademarks, patents, trade secrets, and
any other proprietary rights. Client hereby grants
to FullControl Network a non-exclusive, worldwide,
royalty-free license for the Initial Term and any
Renewal Term to edit, modify, adapt, translate,
exhibit, publish, transmit, participate in the
transfer of, reproduce, create derivative works
from, distribute, perform, display, and otherwise
use Client Content as necessary to render the
Service to Client under this Agreement.
6.5 Use of Microsoft Software. Client agrees
to comply with FullControl Network's Terms and
Conditions Regarding Use of Microsoft Software
(MSTERMS) as published on FullControl Network's
website. The MSTERMS is incorporated herein by the
reference and may be updated from time to time by
FullControl Network in its sole discretion. Client
acknowledges that it has read and understands the
current version of the MSTERMS and that Client has
an obligation to periodically review the MSTERMS
from time to time.
7 CLIENT
OBLIGATIONS
7.1 Content and Conduct. Client is solely
responsible for the content of any postings, data or
transmissions using the Services (the
“Content”), or any other use of the
Services by Client or by any person or entity Client
permits to access the Services (a
“User”). Client agrees to comply with
all laws, rules, regulations and FullControl
Network’s Acceptable Use Policy
(“AUP”) as published on FullControl
Network’s website. The AUP is incorporated
herein by the reference and may be updated from time
to time by FullControl Network in its sole
discretion. Client acknowledges that it has read and
understands the current version of the AUP and that
Client has an obligation to periodically review the
AUP from time to time.
7.2 Safeguard Passwords. Client is
responsible for the security of passwords at all
times and is encouraged by FullControl Network to
change passwords regularly.
8
MAINTENANCE AND SUPPORT
8.1 Maintenance and Support Services.
FullControl Network shall provide Client with those
maintenance and/or support services pursuant to the
Support Plan set forth in the Service Order.
8.2 Exclusions. Under no circumstances shall
FullControl Network be obligated to provide any
maintenance and support services arising out of (a)
tampering, modifications, alterations, or additions
to the Hardware or Software undertaken by persons
other than FullControl Network or its authorized
representatives; or (b) programs, software or
hardware supplied by client.
8.3 Client’s Responsibilities. Client
shall document and promptly report all errors or
malfunctions of the Hardware or Software to
FullControl Network. Client shall take all steps
necessary to carry out procedures for the
rectification of errors or malfunctions within a
reasonable time after such procedures have been
received from FullControl Network. Client shall
maintain a current archive copy of all Software and
data. Client shall properly train its personnel in
the use of the Hardware and Software.
9
TERMINATION OF AGREEMENT
9.1 Termination upon Breach or Insolvency.
This Agreement may be terminated by either party
upon written notice, (i) if the other party breaches
any obligation hereunder and the breaching party
fails to cure such breach within thirty (30) days
after such notice, or (ii) if the other party is the
subject of a voluntary or involuntary bankruptcy,
insolvency, reorganization or liquidation
proceeding, makes an assignment for the benefit of
creditors or admits in writing its inability to pay
debts when due. Notwithstanding the foregoing, this
Agreement may be terminated by FullControl Network
at any time upon notice to Client if Client fails to
make any payment within fifteen (15) days after such
payment was due.
9.2 Termination for Client’s Breach of
Section 7.1. Notwithstanding Section 9.1 above,
FullControl Network may immediately terminate this
Agreement if it is determined, in FullControl
Network’s sole discretion, that Client has
breached Section 7.1 of the Agreement. Any
termination under this section shall take effect
immediately and Client expressly agrees that it: (i)
shall not have any opportunity to cure, and (ii)
shall not be entitled to a refund of any fees paid
to FullControl Network.
9.3 Rights and Remedies upon Termination. In
the event either party terminates the Agreement
pursuant to Sections 9.1 or 9.2, FullControl Network
shall be entitled to immediately receive payment for
all Services incurred through the date of
termination. In addition, it is agreed to that, if
Client is the breaching party, then FullControl
Network will suffer damages that would be difficult
to ascertain. Therefore, Client agrees to pay
FullControl Network all amounts due hereunder for
the remainder of the Initial Term or the applicable
Renewal Term as liquidated damages are not as a
penalty. Such liquidated damages shall be in
addition to all other rights and remedies available
to FullControl Network in law and in equity which
may be granted by a court of competent
jurisdiction.
10
CONFIDENTIAL INFORMATION
Confidential Information shall mean all information
identified by a party (“Disclosing
Party”) to the other party (“Receiving
Party”), which is labeled as confidential
(“Confidential Information”).
Confidential Information shall remain the sole
property of the Disclosing Party. Except for the
specific rights granted by the Agreement, the
Receiving Party shall not use any Confidential
Information of Disclosing Party for its own benefit
or for the benefit of others. Receiving Party shall
not disclose Confidential Information to any third
party without written consent of Disclosing Party
(except to consultants who are bound by a written
agreement with Receiving Party to maintain
confidentiality). Confidential Information shall
exclude information (i) available to the public
other than by a breach of this Agreement; (II)
rightfully received from a third party not in breach
of an obligation of confidentiality; (iii)
independently developed by Receiving Party without
access to Confidential Information; (iv) know to
Receiving Party at the time of disclosure as
evidenced by the written records of Receiving Party
at the time of disclosure; or (v) produced in
compliance with a court order. Receiving Party shall
give reasonable notice to Disclosing Party that
Confidential Information is being sought by a third
person, so as to afford the opportunity to limit or
prevent such disclosure. Receiving Party agrees to
cease using all Confidential Information, and to
promptly return such Confidential Information to
Disclosing Party upon request. Notwithstanding the
foregoing, Client consents to FullControl
Network’s disclosure of account information to
credit reporting agencies, credit bureaus, private
credit reporting associations, or to other providers
of communications services.
11
LIMITATION OF LIABILITY
IN NO EVENT SHALL FULLCONTROL NETWORK BE LIABLE TO
CLIENT, USERS OR TO ANY THIRD PARTY FOR ANY
INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL,
PUNITIVE OR NON-CONTRACTUAL DAMAGES OR LOST PROFITS
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY
SERVICE, EVEN IF FULLCONTROL NETWORK HAS BEEN
ADVISED OF THE POSSIBILITY THEREOF. FULLCONTROL
NETWORK’S LIABILITY, IF ANY, TO CLIENT OR TO
ANY THIRD PARTY HEREUNDER SHALL IN NO EVENT EXCEED
THE TOTAL AFTER TAX PROFITS EARNED BY FULLCONTROL
NETWORK UNDER THIS AGREEMENT IN THE LAST TWELVE
MONTHS. THE PARTIES ACKNOWLEDGE THAT FULLCONTROL
NETWORK HAS SET ITS PRICES AND ENTERED INTO THIS
AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF
LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET
FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL
BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE
PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF
LIABILITY WILL SURVIVE AND APPLY EVEN IF FOUND TO
HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
IN NO EVENT SHALL FULLCONTROL NETWORK BE LIABLE FOR
FAILURE OR DELAY IN PERFORMING ITS OBLIGATIONS
HEREUNDER IF SUCH FAILURE OR REASONABLE CONTROL,
INCLUDING, WITHOUT LIMITATIONS, ACTS OF ANY
GOVERNMENTAL BODY, WAR, INSURRECTION, SABOTAGE,
EMBARGO, FIRE, FLOOD, STRIKE OR OTHER LABOR
DISTURBANCE, INTERRUPTION OF OR DELAY IN
TRANSPORTATION, UNAVAILABILITY OF OR DELAY IN
TELECOMMUNICATIONS OR THIRD PARTY SERVICES, FAILURE
OF THIRD PARTY SOFTWARE OR INABILITY TO OBTAIN RAW
MATERIALS, SUPPLIES, OR POWER USED IN OR EQUIPMENT
NEEDED FOR PROVISION OF THE SERVICES.
12
DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4 OF THIS
AGREEMENT, ALL CLIENT SERVICES ARE PROVIDED ON AN
“AS IS” BASIS. FULLCONTROL NETWORK DOES
NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER
EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT
NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE
OF DEALING, USAGE, OR TRADE PRACTICE. FULLCONTROL
NETWORK DOES NOT WARRANT THAT THE SERVICE WILL BE
UNINTERRUPTED, ERRORFREE OR COMPLETELY
SECURE.
13 GENERAL
PROVISIONS
13.1 Status. Due Authorization and Validity
of Agreement. Each party hereby represents and
warrants to the other party that:
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1. If an entity, it is duly organized,
validly existing and in good standing under
the laws of it’s state and/or country
of domicile;
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2. It has the power and authority to
execute, deliver and perform under this
agreement; and
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3. This agreement constitutes a valid and
binding obligation of such party,
enforceable against it in accordance with
its terms.
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13.2 Indemnification. Client will indemnify,
defend and hold FullControl Network, and its
officers, directors, employees, agents and
affiliates (each, an “indemnified
party”) harmless from and against any and all
costs, liabilities, losses and expenses, including,
but not limited to, reasonable attorneys’ fees
(collectively, “losses”) resulting from
or arising out of any claim, suit, action,
arbitration or proceeding (each, an
“action”) brought by a third party
against indemnified party relating to: (i) a breach
or alleged breach by client of any of its
representations, warranties, covenants or
obligations hereunder, (ii) infringement or
misappropriation of any intellectual property
rights, including but not limited to copyright,
trade secret and trademark rights, (iii) personal
injury caused by any negligence or willful
misconduct of client, or (iv) use of the services,
including use of the services without the consent of
client.
13.3 Privacy Policy. In an effort to address
client’s privacy concerns, FullControl Network
has instituted a privacy policy (“privacy
policy”) which may be found on the FullControl
Network website at http://www.fullcontrol.net. In
addition to the terms set forth in this agreement,
the privacy policy is incorporated herein by this
reference. By executing this agreement, client
agrees to be bound by the terms of such privacy
policy. FullControl Network reserves the right to
change the privacy policy at any time.
13.4 Independent Contractor. FullControl
Network and client are independent contractors and
this agreement will not establish any relationship
of partnership, joint venture, employment, franchise
or agency between FullControl Network and client.
Neither FullControl Network nor client will have the
power to bind the other or incur obligations on the
other’s behalf without the other’s prior
written consent.
13.5 Non-Solicitation. During the term of
this agreement and for a period of one (1) year
thereafter, client shall not solicit or hire the
services of any employee or subcontractor of
FullControl Network without the prior written
consent of FullControl Network.
13.6 Assignment. Client may not assign or
transfer its rights or obligations under or interest
in this Agreement without first obtaining the prior
written consent of FullControl Network. FullControl
Network may, in its sole discretion, assign its
obligations under this Agreement in connection any
merger, sale of all of substantially all of the
assets of FullControl Network, or sale of a majority
of the outstanding shares of voting stock of
FullControl Network.
13.7 No Lease. This Agreement is a service
agreement and is not intended to and will not
constitute a lease for any real or personal
property. Client acknowledges and agrees that (i) it
has been granted only a license to use the Services
and equipment provided by FullControl Network in
accordance with this Agreement, (ii) Client has not
been granted any real property interest in any
equipment, and (iii) Client has no rights as a
tenant or otherwise under any real property or
landlord/tenant laws, regulations or ordinances.
13.8 Attorney’s Fees. In the event of
any litigation or arbitration between the parties
hereto arising form or to a party’s
nonperformance or breach of this Agreement, the
prevailing party in any such action shall be
entitled to reimbursement of all costs and expenses
incurred in connection with such litigation or
arbitration, including without limitation,
reasonable attorney’s fees.
13.9 Counterparts. This Agreement may be
executed in any number of counterparts, each of
which shall be deemed an original but all of which
shall constitute one and the same instrument. The
parties agree that this Agreement, the Service Order
and Service Order Change Forms may be delivered by
any party by electronic or facsimile signature.
13.10 Alteration. No alteration,
modification, or change of this Agreement shall be
valid unless made in writing and executed by the
parties hereto.
13.11 Publicity. FullControl Network may
refer to the name of Client, Client’s
product(s) and/or services or the business in which
the product(s) and/or services are used in its
client directories, on it web site, in a client
profile or in a press release.
13.12 Governing Law; Venue. This Agreement
shall be governed by and shall be construed,
interpreted, and enforced in accordance with the
laws of the State of Kansas, without reference to
principles of conflicts of law. The parties agree
that the sole and exclusive venue for any and all
disputes arising hereunder shall be in any trial
court located in Johnson County, Kansas. The parties
hereby irrevocably consent to the jurisdiction of
the appropriate court in Johnson County, Kansas.
13.13 Severability. Each provision if this
Agreement shall be treated as a separate and
independent clause, and the unenforceability of any
one clause in no way impair the enforceability of
any of the other clauses herein.
13.14 No Third-Party Beneficiaries. The
terms and provisions of this Agreement are intended
solely for the benefit of each party hereto and
their respective successors and permitted assigns,
and it is not the intention of the parties to confer
third-party beneficiary right upon any other
person.
13.15 Entire Agreement. This Agreement,
along with MSTERMS, AUP and Service Order, shall be
the entire agreement among the parties with respect
to the transactions contemplated among them and,
except as otherwise provided, supersede all previous
negotiations, commitments, and writings.
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