This Master Services Agreement (“Agreement”) is entered into by and between CalPOP.com, Inc. having its main place of business at 601 Wilshire Blvd #327, Los Angeles, CA 90017 USA (“CalPOP”) and You (“Client”) (each a “Party” and collectively the “Parties”) with respect to the provision of Services by CalPOP to Client.
A. CalPOP is in the business of providing direct connectivity to the Internet by providing a variety of equipment, hardware, and software services and support for its clients;
B. Client desires to obtain Internet connectivity services from CalPOP, from time to time, as will be more fully set forth in schedules to be entered into by the Parties.
NOW, THEREFORE, in consideration of the mutual provisions contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.1 “Data Center” means that certain facility located at 601 Wilshire Blvd #327, Los Angeles, CA 90017 USA unless otherwise noticed by CalPOP.

1.2 “Due Date” means, (i) with respect to Service Fees (other than for on-demand unscheduled Professional Services), the date specified on the invoices sent by CalPOP; and (ii) with respect to Service Fees for on-demand unscheduled Professional Services immediately upon receipt of CalPOP’s corresponding invoice.

1.3 “Equipment” means the equipment or computer devices leased or owned by Client which is deployed at the Data Center for the purposes of obtaining Internet access and other Services from CalPOP as per the description of the items in the online shopping cart.

1.4 “Internet Services” means bandwidth and a direct connection of the Equipment to the Internet switch or router via Ethernet or other type of connection, as well as redundant power supply, as per the description of the items in the online shopping cart.

1.5 “Professional Services” means set-up, maintenance, support or similar services, as more fully set forth in the applicable Schedule.

1.6 “Schedule” means a schedule executed by both Parties pursuant to this Agreement, or the description of the services to be provided as per the description of the items in the online shopping cart, as more fully described in Section 2.1.

1.7 “Service Fees” means the costs and fees payable by Client to CalPOP for Services, including, but not limited to, recurring base fee, set-up fees and other fees as per the schedule or the description of the items in the online shopping cart.

1.8 “Service Start Date” means, with respect to each Schedule, the date set forth therein or absent such date, the date that Internet packets begin flowing to the Equipment therein or 30 days after the execution date of such Schedule, or the completion of the order through the online shopping cart, whichever occurs first.

1.9 “Services” means, as applicable, Internet Services, Professional Services and other services to be performed by CalPOP pursuant to this Agreement under a Schedule or as ordered through the online shopping cart.

2.1 Schedules. The Parties shall enter into one or more Schedules, from time to time, which shall in each case set forth the applicable Services and the corresponding Service Fees, and other information as mutually agreed to by the Parties. Each such Schedule shall be executed by both Parties to be valid, online agreement shall be considered valid execution. Upon execution by both Parties, each such executed Schedule shall be fully incorporated into and governed by the terms and conditions of this Agreement. In the event any provision in a Schedule conflicts with any portion of this Agreement, the provisions of this Agreement shall govern. Each Schedule is intended to define the contemplated scope of Services as described therein and the costs for such Services. To the extent the Client places an order online the description of the services to be provided detailed in the shopping cart and the billing details contained in the subsequent related invoices shall be considered a Schedule as described by this section and elsewhere in this agreement. CalPOP shall not schedule or commence performance of any Services until Client signs and returns the applicable Schedule to CalPOP, or electronically executes an online agreement to the same effect. Client shall solely be responsible for any delays or increased Service Fees and costs arising due to Client’s unreasonable delay in responding to or refusal to authorize Services set forth in a Schedule.

2.2 Changes to Schedules. No addition, change or modification to any Schedule will be effective unless made in writing and signed by both Parties. Client acknowledges that any change to a Schedule may affect or delay the performance of the Services and may involve changes to the applicable Service Fees thereunder. Client and CalPOP shall execute a revised Schedule, setting forth the change to the prior Schedule and upon execution by both Parties such new Schedule shall supersede the prior Schedule. CalPOP shall not be obligated to implement any changes to a Schedule until a revised Schedule is executed by both Parties. CalPOP shall not be liable for any delays that occur in the original Schedule due to these procedures involving changes requested by Client. Notwithstanding anything else to the contrary, variations in Service Fees due to delays by Client, scheduling of Services on weekends or holidays, other delays outside of the control of CalPOP, or other variable factors, shall not be deemed to be additions, changes or modifications to the applicable Schedule.

2.3 Cancellations of Professional Services.
Client must provide written notice of intent to cancel services by either 1. Certified USPS postal mail to CalPOP, 601 Wilshire Blvd #327, Los Angeles, CA 90017 USA or 2. emailing evert@calpop.com or 3. submitting a ticket within the CalPOP online support portal. Client must provide cancellation notice 30 days prior to renewal of billing cycle or will be liable for an additional month of billing.

2.4 Rescheduling of Professional Services. Should Client request that Professional Services scheduled pursuant to a Schedule be rescheduled to a later date, then Client shall pay to CalPOP that amount equal to (i) 100% of fees upon deployment or 30 days from order date.

3.1 Service Fees. Client agrees to pay to CalPOP all Service Fees that are due under the Schedules on or before each applicable Due Date, or as invoiced by CalPOP. Unless otherwise indicated in an offer or in writing between CalPOP and client, payments for monthly, quarterly, semi-annual, and annual payments are non-refundable, even if client wishes to end services prior to expiration of payment terms.

3.2 Invoicing for On-Demand Unscheduled Professional Services. CalPOP will issue Client invoices for on-demand unscheduled Professional Services per request. Customer shall authorize credit card via ACCB form to the ticket system of billing department which will include the on-demand unscheduled Professional Services performed in such instance and the corresponding Service Fees due as set forth in the applicable Schedule.

3.3 Payments. Payment of the Service Fees or other fees and costs hereunder will be made by Client to CalPOP as follows:

(a) The initial base recurring fee for Services as well as one-time setup fees and any other upgrades as picked by Client and as described in the applicable Schedule, are all due and payable in advance of the Service Start Date. Thereafter, the base recurring fee for Services shall be due and payable in advance on a monthly, quarterly or yearly basis, as will be set forth in the applicable Schedule or as invoiced by CalPOP.

(b) Unless a credit card or auto debit account are then on file with CalPOP for charging the recurring Service Fees due under a Schedule, Client shall pay the Service Fees (other than for on-demand unscheduled Professional Services) in advance prior to the corresponding Due Date. Payment of Service Fees (other than for on-demand unscheduled Professional Services) is not conditioned on Client’s receipt of an invoice from CalPOP. Client shall pay the Service Fees for on-demand unscheduled Professional Services on the corresponding Due Date or as invoiced by CalPOP.

3.4 Pre-Authorized Payments. If Client elects to make payments of recurring Service Fees using a credit card or other auto debit account, Client hereby warrants that all charges incurred will be honored by the applicable credit card company or bank. Client hereby authorizes CalPOP to charge the recurring Service Fees under each Schedule, in advance on the periodic basis (monthly, quarterly, annually) as set forth in the Schedule or as invoiced by CalPOP to the credit card or other auto debit account on file with CalPOP and CalPOP shall automatically charge such Service Fees to the Client’s provided credit card or other auto debit account. Should Client fail to pay and fees due under any agreement between the parties Client hereby authorizes CalPOP to charge the recurring Service Fees to the credit card or other auto debit account on file with CalPOP and CalPOP shall automatically charge such Service Fees to the Client’s provided credit card or other auto debit account.

3.5 Payment Disputes. Should Client dispute any amount charged under this Agreement, Client must send to CalPOP a written dispute notice within three (3) months of the date of the disputed charge, in each case setting forth the details of any such dispute.

3.6 Taxes. Client shall pay for all taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties.

3.7 Default. If any payment of Service Fees is not received by the corresponding Due Date, CalPOP may impose a late fee of $25 per server. Notwithstanding anything else to the contrary, CalPOP shall have the right to discontinue Services in the event of any delinquency in payments from Client without prior notice and without any liability. No Services shall be rendered by CalPOP to Client if any payment due to CalPOP is not received in full within seven (7) days from the applicable Due Date. In the event that Client pays the overdue Service Fees after the disconnect event, and CalPOP has not terminated this Agreement as permitted herein, then Client shall immediately pay to CalPOP a re-connection charge of $25 per server as a condition of CalPOP resuming Services.

4.1 Performance of Services.

(a) Upon CalPOP’s receipt of Client’s authorization as evidenced by Client’s execution of the applicable Schedule, and subject to Client’s performance of its obligations hereunder, including, but not limited to, timely payment of all Service Fees due pursuant to this Agreement, CalPOP shall perform the Services as set forth in such Schedule.
(b) All Services performed hereunder shall be deemed accepted upon performance. The Services shall be performed at the Data Center or such other facility as may be specified in the applicable Schedule.
(c) IP addresses will be allocated according to the policy of ARIN.NET. IP addresses can be leased for $2 per IP address/month or such other value as may be set forth in the applicable Billing Agreement.
(d) The fee for technical support services shall be $75 per hour or such other fee as may be specified in the applicable Schedule. Connectivity related technical support shall be available 24/7.
(e) All equipment and servers and any other property provided by CalPOP incident to the Services shall remain the sole property of CalPOP unless release of the equipment is agreed to in writing by an officer or director of CalPOP as more fully set forth in a Schedule.
(f) CalPOP reserves the right to change bandwidth providers at any time without notice.

4.2 Client Obligations.

(a) Client shall be responsible for providing to CalPOP in an accurate and timely manner all information or other materials as necessary for CalPOP to perform the Services. Client shall (i) provide CalPOP with access to any hardware, networks, files and documentation as necessary for CalPOP to perform the Services; (ii) provide one Client-designated point of contact for CalPOP to use for all questions and issues relating to each Schedule; and (iii) provide sufficient personnel qualified to perform Client’s obligations as may be set forth in a Schedule. Client shall also be responsible to perform any additional obligations as may be set forth in the applicable Billing Schedule.

(b) Client is ONLY allocated the amount of power for colocation noted in the Schedule. Client shall be responsible for providing an accurate measurement of all power consumption requirements for Client’s equipment, as well as ensuring that power usage shall be less than 80% of the power amount allocated to Client in the schedule. Client shall also be responsible for any costs and damages incurred to due equipment exceeding this power usage level, in addition to a power overage fee of $200 per amp, per occurrence. Equipment which exceeds power allocation will be disconnected immediately without notice.. CalPOP may occasionally test Client’s equipment to ensure it does not exceed this amount, If the allocated usage is exceeded CalPOP may terminate service immediately with no refund due to the client and bill the client for the excess power at $100 per amp per month, or fraction thereof, retroactive to the start date of this agreement. This does not apply to Clients with dedicated servers only.

(c) Client shall be responsible for maintaining full and up-to-date backups (replication) of all data and information stored in CalPOP facilities in an offsite location not controlled or maintained in any way by CalPOP. Client acknowledges that this procedure is standard practice in the IT industry and failure to adhere to it could place Client’s data in extreme and unnecessary jeopardy. Client further acknowledges that CalPOP’s willingness to enter into this Agreement is expressly conditioned on Client’s agreement to maintain such full and up-to-date backups of all of its data and information. Client understands that CalPOP does not have any access to Client’s data at any time and is not responsible for such data or for making any backups of such data. Client also acknowledges that if data is lost or corrupted because of equipment malfunction (i.e. Hard Drive Failure, Power Surge, Network Down-Time or any other disruption of normal service) CalPOP is in no way liable for the loss of such data.

(d) Client may be required to make an additional deposit to cover anticipated excessive bandwidth usage if CalPOP determines that bandwidth usage is in excess of the bandwidth commitment rate agreed to in a Schedule. Excessive usage shall be any bandwidth usage over the subscription rate set forth in the applicable Schedule. Excessive usage shall be billed at the rate of $75 per Mbps unless a different rate is set forth in the applicable Billing Agreement. Client’s failure to pay for excessive bandwidth usage may result in suspension of account until such payment is made. CalPOP shall make reasonable attempts to notify client of such excessive usage but may nonetheless disconnect Client without notice and without liability in the event of excessive bandwidth usage.

(e) If Client requests custom technical support or CalPOP otherwise provides custom technical support or custom administration for Client at a later date, then Client shall pay to CalPOP $75 per hour for the total hours of custom support or custom administrative services needed and/or requested by Client. Please see Billing Agreement for list of services that do or do not require payment.

(f) After a disconnection event for any reason, Client is still required to pay all Service Fees as set forth in the applicable Schedule. Client acknowledges that CalPOP does not store Equipment in the Data Center free of charge. Client shall settle outstanding fees due CalPOP and remove Equipment promptly.

(g) Client understands that CalPOP does not carry insurance for any of the Equipment or any data that may be stored or processed thereon. Client shall policies of insurance to adequately compensate it for any losses due to any Excluded Conditions.

(h) If, Client is a person, he or she, shall personally guarantee this Agreement. If Client is a legal entity such as a corporation, partnership, limited liability company, etc., and CalPOP has not specifically approved the credit of such entity in writing, the Guarantor herein below shall fully and personally guarantee the performance of this Agreement. Client agrees to supply a copy of current Identification, either current driver’s license, state issued ID card, or current passport for the purpose of CalPOP performing a onetime identity verification. A onetime identity verification is performed in order to confirm your mailing address and to establish credit for unpaid services. Client certifies that Client is the sole owner of all equipment not provided by CalPOP which Client brings into the data center.

4.3 Personnel. CalPOP reserves the right to determine which of its personnel shall be assigned to perform Services, and to replace or reassign such personnel during the term hereof; provided, however, that it will, subject to scheduling and staffing considerations, attempt to honor Client’s request for specific individuals.

4.4 CalPOP Subcontractors. CalPOP shall, at its sole discretion, have the right to delegate some or all of the Services to one or more of its subcontractors.

4.5 Delays. A Party will be relieved of its obligations under a Schedule to the extent dependent upon the other Party’s obligations thereunder and/or under this Agreement that are not met. Client will be responsible for additional fees and expenses incurred by CalPOP due to (i) any delays resulting from Client’s failure to perform Client obligations hereunder and/or under a Schedule in a timely and effective manner; (ii) CalPOP’s performing tasks that were originally Client obligations hereunder and/or under a Schedule but which were not performed in a timeframe or manner necessary to maintain the overall schedule and objectives of the applicable Schedule; and (iii) Excluded Conditions.

5.1 Client Warranty. The execution, delivery, and performance of this Agreement has been duly authorized by all necessary action on behalf of Client and do not conflict with or result in any breach of any of the terms of or constitute a default under any document, instrument, or agreement to which Client is a party. The person executing this Agreement on behalf of Client has full power and authority to do so. This Agreement has been duly executed and delivered by Client, and constitutes, the legal, valid and binding obligations of Client, enforceable against Client in accordance with its respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally.

5.2 Services Warranty. CalPOP represents and warrants to Client that the Services will be performed in a workmanlike manner and consistent with industry practice.

5.3 Equipment Warranty. Client represents and warrants to CalPOP that Client is the sole owner of all Equipment and that no agreement or restriction exists which would create any limitation on CalPOP’s ability to perform the Services hereunder.

5.4 Disclaimer. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 5.1, CalPOP EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES REGARDING THE SERVICES PROVIDED BY CalPOP TO CLIENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR BASED ON COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE.

5.5 Excluded Conditions. Notwithstanding anything else to the contrary herein, CalPOP is not responsible or liable for any result due to (“Excluded Conditions”): (i) any Equipment malfunctions, failures or errors; (ii) any power surges, software problems and other reasons beyond CalPOP’s reasonable control; (iii) any failure or reduction in the available electrical power from the local public utility company; (iv) any telecommunications equipment or services, including, without limitation Internet interruptions or telecommunication connectivity problems; (v) regular or periodic disruption of Services due to scheduled and unscheduled maintenance of the equipment in the Data Center; (vi) Client’s failure to regularly backup the Equipment and to maintain full and up to date backups of the Equipment at all times hereunder; or (vii) any failure by Client to provide to CalPOP with electronic access and permissions to Client’s systems as necessary for CalPOP to provide the Services. If any claims fall within any of the above exceptions, then, in addition to any amounts paid by Client hereunder, Client shall also pay CalPOP’s costs of investigating and identifying the problem, and CalPOP’s expenses to repair or correct the problem, based on CalPOP’s then-current charges.

6.1 Client’s Indemnity. Client shall indemnify, defend and hold harmless CalPOP, its officers, directors, shareholders, employees, parent and affiliate entities, agents and representatives against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorneys’ fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arise out of or relate to (a) a breach of any warranty provided by Client hereunder; (b) any Excluded Conditions; (c) Client’s negligent or willfully wrongful acts or omissions; and (d) Client’s transactions with its affiliates or customers. In the event Client fails to promptly indemnify and defend such claims and/or pay CalPOP’s expenses as provided above, CalPOP shall have the right to defend itself, and in that case, Client shall reimburse CalPOP for all of its reasonable attorneys’ fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of CalPOP’s written requests.

6.2 Contrary Intentions. The foregoing indemnities shall be payment obligations and not merely reimbursement obligations, it being understood that CalPOP and Client have a “contrary intention” with respect to the provisions of paragraph 2 of Section 2778 of the California Civil Code.

6.3 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT FOR CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.1, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, THE BREACH THEREOF, THE USE OR INABILITY TO USE THE SERVICES, THE RESULTS GENERATED FROM THE USE OF THE SERVICES, ANY TRANSACTIONS RESULTING FROM THIS AGREEMENT, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS HOWEVER CHARACTERIZED AND/OR FROM ANY OTHER CAUSE WHATSOEVER. IN ADDITION, MANNSION’S ENTIRE LIABILITY TO CLIENT WHETHER IN TORT, CONTRACT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO CalPOP IN THE PRECEDING THREE (3) MONTHS UNDER THE APPLICABLE SCHEDULE FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM.

7.1 Term. This Agreement shall commence on the Effective Date and shall continue unless and until terminated in accordance with the provisions of Section 7.2.

7.2 Termination. This Agreement may be terminated by either Party (i) in the event the other Party breaches a material obligation on its part to be performed hereunder and fails to cure such material breach within fifteen (15) days of receiving written notice of such breach; provided however, that a breach by Client of paying any amounts due hereunder to CalPOP must be cured within five (5) days of receiving CalPOP’s written notice of such breach; (ii) for any reason at the end of the billing period and upon a prior thirty (30) day written notice to the other Party; or (iii) immediately upon the mutual written agreement of the Parties.

7.3 Termination by CalPOP. This Agreement may additionally be immediately terminated by CalPOP without notice to Client in the event that (i) Client makes any false statements for personal gain at the expense of CalPOP; (ii) Client fails to follow instructions of CalPOP’s staff or management which results in an increased hazard to persons or equipment; (iii) Client attempts to remove Equipment from the Data Center while a Services Fee remains outstanding; (iv) Client violates any rules of the building owner where the Data Center is located; (v) Client violates any applicable law or regulation or causes the issuance of any judicial action to interrupt any of CalPOP’s equipment or operations; (vi) Client causes unannounced excessive bandwidth usage for which a payment or deposit is not provided as required; (vii) Client originates or relays SPAM using the Equipment; (viii) Client is listed on SpamHaus or Spews or other serious black list or the Spamhaus ROKSO list of “registry of known spam organizations; (ix) Client operates the Equipment as an IRC Server, eggdrop server, botnet server, or sells “shell” hosting accounts; (x) Client mismanages the Equipment resulting in, or which could potentially result in, any form of harm or interruption to the services provided by CalPOP; (xi) Denial of Service attacks are incoming or outgoing from the Equipment; (xii) Client violates CalPOP’s security procedures as posted or instructed by CalPOP; or (xiii) Client engages in any other type of abuse not specifically mentioned above but which, in CalPOP’s reasonable opinion, could potentially result in any form of harm or interruption to the services provided by CalPOP or could harm other networks.

7.4 Effect of Termination.

(a) Upon termination or expiration of this Agreement: (i) no refunds of any kind are due in the event of termination; and (ii) Client and CalPOP shall each remain liable for all of their respective obligations hereunder that accrued prior to the date of termination.
(b) Upon any termination by CalPOP pursuant to Section 7.2 (i) or 7.3 or by Client pursuant to , Client shall immediately pay to CalPOP that amount equal to (i) full amount of applicable Service Fees for any unperformed Services remaining on all then-active Schedules; and (ii) all non-recoverable costs and reimbursable expenses incurred by CalPOP related to such Services and their cancellation.
(c) The provisions of Sections 3.1, 3.3, 3.4, 3.5, Error: Reference source not found, 7.4 and 7.2 all provisions under Article 5., Article 6. and Article 8. shall survive the termination or expiration of this Agreement.

7.5 Cumulative Rights and Remedies. All rights and remedies conferred herein shall be cumulative and in addition to all of the rights and remedies available to each Party at law, equity or otherwise.

8.1 Relationship of Parties. Neither Party is the agent or legal representative of the other Party, and neither Party has the right or authority to bind the other Party in any way. This Agreement creates no relationship as partners or a joint venture, and creates no pooling arrangement.

8.2 Governing Law. This Agreement shall be interpreted and enforced according to the substantive laws of the State of California without application of its conflicts or choice of law rules.

8.3 Arbitration. Any and all controversies, claims, disputes, or actions of any nature whatsoever arising out of, in connection with, or relating to this Agreement, or in any way involving CalPOP and Client, including any issues of arbitrability, the scope or applicability of this Agreement to arbitrate, and the quality, cost, or appropriateness of CalPOP’s services, shall be resolved by confidential arbitration before a retired judge at JAMS (www.jamsadr.com) in accordance with its expedited rules. Any such controversy, dispute, claim or action must be brought in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The place of the confidential binding arbitration will be in Los Angeles, California. The arbitrator must decide all disputes in accordance with the California Arbitration Act (Code Civ. Proc. section 1281 et seq.) and the expedited rules of JAMS. The arbitrator shall have power to decide all matters, including arbitrability and legal questions raised by pleading or summary judgment motions. The arbitrator’s award shall be final and binding, and a judgment upon the award may be entered and enforced by any court of competent jurisdiction. The prevailing Party shall be entitled to recover all costs and expenses, including without limitation all arbitration, expert witness and attorneys’ fees and costs, in addition to other relief to which it is entitled.

8.4 Assignment. Client shall have no right to assign, delegate, transfer or otherwise encumber this Agreement or any portion thereof without CalPOP’s prior written consent. In the event of a corporate reorganization, merger and/or acquisition, Client may assign its rights under this Agreement to its successor in interest, subject to the written approval of CalPOP, which may not be unreasonably withheld.

8.5 Counterparts. This Agreement may be executed in several counterparts that together shall be originals and constitute one and the same instrument.

8.6 Waiver. The failure of any Party to enforce any of its rights hereunder or at law or in equity shall not be deemed a waiver or a continuing waiver of any of its rights or remedies against another Party, unless such waiver is in writing and signed by the Party to be charged.

8.7 Severability. If any provision of this Agreement, or part thereof, is declared by a court of competent jurisdiction to be invalid, void or unenforceable, each and every other provision, or part thereof, shall nevertheless continue in full force and effect.

8.8 Entire Agreement. This Agreement, including any Schedules as may be entered into by the Parties, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior oral or written agreements or understandings regarding this subject matter. This Agreement can only be amended by a writing signed by both Parties. NO TERM OR CONDITION SET FORTH IN ANY OF CLIENT’S SOLICITATIONS, RFPs OR PURCHASE ORDERS SHALL BECOME PART OF ANY ORDER OR OTHERWISE BECOME BINDING ON CalPOP UNLESS EXPRESSLY AGREED TO IN WRITING BY MANNSION. ANY CLIENT PURCHASE ORDER IS ACCEPTED SOLELY ON THE CONDITION THAT CLIENT EXPRESSLY ACCEPTS AND ASSENTS TO THE TERMS AND CONDITIONS CONTAINED HEREIN.

8.9 Authority. The parties executing this Agreement on behalf of CalPOP and Client represent and warrant that they have the authority from their respective governing bodies to enter into this Agreement and to bind their respective companies to all the terms and conditions of this Agreement.

8.10 Force Majeure. Other than for Client’s payment obligations, neither Party shall be liable for any delay or nonperformance due to acts of God, natural casualties, war, terrorism, material shortages, transportation and communications delays, energy shortages and disruptions, trade embargoes, governmental regulations, strikes, civil unrest and/or other causes beyond the reasonable control of a Party (a “Force Majeure Event”). If a Force Majeure Event occurs, the Party whose performance is affected shall give the other Party written notice within ten (10) days of such occurrence, detailing the circumstances of the Force Majeure Event and an estimate of the anticipated delay in performance and whether payments will be suspended. The Party whose performance is affected will use commercially reasonable efforts to develop a mutually acceptable work around plan in an attempt to minimize the impact of the Force Majeure Event. Performance and payments shall be promptly resumed upon termination of the Force Majeure Event.

8.11 Law Enforcement. Client Agrees to abide by all applicable laws and regulations related to use of CalPOP Services and Equipment. Client authorizes CalPOP to cooperate with Law Enforcement in any manner related to any criminal investigation and indemnifies CalPOP from any all damages related to this cooperation.

8.12 Non-Solicitation. During the term of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement, Client shall not directly or indirectly solicit, take away or assist any other party or business in soliciting solicit any employee or contractor of CalPOP. Client acknowledges that CalPOP has a valid interest in maintaining a stable work force and this provision is reasonably tailored to that purpose.