SOLUTIONS INTEGRATION AGREEMENT
This Solutions Integration Agreement (“Agreement”) governs services offered by Stone Door Group, LLC, a Tennessee limited liability company (“Stone Door Group”), as a reseller and supporter of third-party enterprise software. Stone Door Group has the capability and capacity to provide certain integration, implementation, software, consulting, and training services to assist enterprises in deploying cloud services and enterprise-wide software solutions. Purchasers and procurers of Stone Door Group services (“CLIENTS”) agreeing to separately detailed service and support schedules have received notice of the binding terms herein and hereby agree to the following conditions of service and support.
1. Services.
1.1 STONE DOOR GROUP Services. Stone Door Group shall provide to Client detailed implementation and support services, which may include e.g. providing consulting, Client specific parameter settings, training, and implementation services (the “Services”) set out in one or more statements of work to be mutually agreed by the parties (each, a “Statement of Work”).
1.2 Third Party Services. STONE DOOR GROUP provides its own software, hardware and services and acts as a reseller of third parties’ software, hardware and service products. STONE DOOR GROUP may offer third party software, hardware and services from STONE DOOR GROUP’s selected software and product developers. STONE DOOR GROUP does not build or create any hardware, software, or products for such third parties. STONE DOOR GROUP is not a systems integrator, and when STONE DOOR GROUP offers to sell third party software, hardware or services, STONE DOOR GROUP will alert Client to the nature of the software, hardware or services and any known terms and conditions which may flow from the third party. Where applicable, STONE DOOR GROUP will combine the third party’s requirements for the hardware, software or services as an exhibit under which the hardware, software, or services are conveyed to Client (“Third Party Terms”). In some circumstances, Client may be required to enter into an agreement directly with a third party for its software, hardware, or services. For avoidance of doubt, this Agreement is intended to encompass the software and services which Client may obtain from STONE DOOR GROUP only, and does not absolve, waive, or otherwise condition any terms that Client is subject to from any third party product or service provider under known or knowable Third Party Terms.
2. STONE DOOR GROUP Obligations. STONE DOOR GROUP acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
2.1 Providing the Services in accordance with each Statement of Work; and
2.2 Maintaining complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by STONE DOOR GROUP in providing the Services. During the Term and for a period of two years thereafter, upon Client's written request, Client or Client’s representative may inspect and make copies of such records; provided that Client provides STONE DOOR GROUP with reasonable advance written notice of the planned inspection, any such inspection takes place only during regular business hours, and any such inspection occurs no more than once within any twelve month period.
3. Client Obligations. Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
3.1 Responding promptly to any requests from STONE DOOR GROUP for instructions, information, data or approvals required by STONE DOOR GROUP to provide the Services;
3.2 Furnishing data needed and requested by STONE DOOR GROUP to provide Services;
3.3 Cooperating with and assisting STONE DOOR GROUP in its performance of the Services and providing access to Client’s premises, employees and equipment as required to enable STONE DOOR GROUP to provide the Services; and
3.4 Taking all steps necessary, including obtaining any required licenses, permissions or consents, to prevent Client-caused delays in STONE DOOR GROUP’s provision of the Services.
4. Fees and Expenses.
4.1 Client shall pay all fees for Services rendered in the manner set out in the applicable Statement of Work. Unless otherwise provided in the applicable Statement of Work, fees are due and payable within 30 days of receipt by the Client of an invoice from STONE DOOR GROUP.
4.2 Client shall additionally reimburse STONE DOOR GROUP for all reasonable expenses incurred in accordance with the Statement of Work, within 30 days of receipt by the Client of an invoice from STONE DOOR GROUP, unless agreed to otherwise in the Statement of Work.
4.3 STONE DOOR GROUP shall pay all income taxes and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. Client will not: (i) withhold FICA from STONE DOOR GROUP’s payments or make FICA payments on STONE DOOR GROUP’s behalf; (ii) make state or federal unemployment compensation contributions on STONE DOOR GROUP’s behalf; or (iii) withhold state or federal income tax from STONE DOOR GROUP’s payments. In no event is Client responsible for any taxes imposed on, or with respect to, STONE DOOR GROUP’s income. The charges included here do not include taxes. If STONE DOOR GROUP is required to pay any federal, state, or local sales, use, excise, property, or value added taxes based on the Services provided under this Agreement, the taxes shall be separately billed to Client. Client shall be responsible for paying any interest or penalties incurred due to late payment or nonpayment of any taxes by Client.
4.4 If Client is late paying STONE DOOR GROUP, STONE DOOR GROUP’s damages will be difficult to measure. As a reasonable estimate of the damages STONE DOOR GROUP will sustain, and as liquidated damages and not as a penalty, Client agrees to pay STONE DOOR GROUP an additional 3% per month interest charge on the amount owed or, if lower, the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse STONE DOOR GROUP for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which STONE DOOR GROUP does not waive by the exercise of any rights hereunder), STONE DOOR GROUP may at its discretion suspend the provision of any Services if the Client fails to pay any undisputed amounts when due hereunder and such failure continues for five business days following written notice thereof, such notice to be satisfied by email delivery with copy to STONE DOOR GROUP.
5. Warranties.
5.1 STONE DOOR GROUP hereby represents, warrants and covenants to Client that STONE DOOR GROUP shall perform the Services:
(a) In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement;
(b) Using personnel of commercially reasonable skill, experience and qualifications; and
(c) In a timely, workmanlike and professional manner in accordance with all reasonable professional standards for such services.
5.2 STONE DOOR GROUP MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN Section 6.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED. STONE DOOR GROUP EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE SERVICES PROVIDED.
6. Confidentiality.
6.1 Client Information. STONE DOOR GROUP understands that, as a result of providing Services to Client, STONE DOOR GROUP may obtain extensive and valuable Confidential Information belonging to Client. STONE DOOR GROUP agrees during the course of Agreement and three (3) years thereafter, to hold in strict confidence, and not to use, except for the benefit of the Client, or to disclose to any person, firm or corporation without written authorization of the Chief Executive Officer or the Board of Directors of the Client, any Client Confidential Information, except under a non-disclosure agreement duly authorized and executed by the Client. “Client Confidential Information” means any Client non-public information, clearly identified and marked as such, that relates to the actual or anticipated business or research and development of the Client, technical data, research, product plans, or other information regarding Client’s products or services and their marketing, the identity of Client’s customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information.
Client Confidential Information does not include any of the foregoing items (i) which have become publicly known and made generally available through no wrongful act of STONE DOOR GROUP or others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof, or (ii) are required to be disclosed by a legal authority of proper jurisdiction.
6.2 STONE DOOR GROUP Information. Client understands that, as a result of receiving Services from STONE DOOR GROUP, Client may obtain extensive and valuable Confidential Information belonging to STONE DOOR GROUP. Client agrees during the course of Agreement and three (3) years thereafter, to hold in strict confidence, and not to use, except for the benefit of STONE DOOR GROUP, or to disclose to any person, firm or corporation without written authorization of the Chief Executive Officer or the Board of Directors of STONE DOOR GROUP, any STONE DOOR GROUP Confidential Information, except under a non-disclosure agreement duly authorized and executed by STONE DOOR GROUP. “STONE DOOR GROUP Confidential Information” means any STONE DOOR GROUP non-public information that is treated as confidential by STONE DOOR GROUP, that relates to the actual or anticipated business or research and development of STONE DOOR GROUP, technical data, research, product plans, or other information regarding STONE DOOR GROUP’s products or services and their marketing, the identity of STONE DOOR GROUP’s customers, software, developments, trade secrets, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, pricing, finances, or other business information.
STONE DOOR GROUP Confidential Information does not include any of the foregoing items (i) which have become publicly known and made generally available through no wrongful act of Client or others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof, or (ii) are required to be disclosed by a legal authority of proper jurisdiction.
If Client becomes legally compelled to disclose any STONE DOOR GROUP Confidential Information, Client shall provide:
(a) Prompt written notice of such requirement so that STONE DOOR GROUP may seek a protective order or other remedy; and
(b) Reasonable assistance in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, Client remains required by law to disclose any STONE DOOR GROUP Confidential Information, Client shall disclose no more than that portion of the STONE DOOR GROUP Confidential Information which, on the advice of the STONE DOOR GROUP’s legal counsel, Client is legally required to disclose.
6.3 Third Party Information. Client recognizes that the STONE DOOR GROUP may have received and, in the future, may receive from third parties associated with STONE DOOR GROUP, e.g. STONE DOOR GROUP’s customers, suppliers, licensors, licensees, partners or collaborators, their confidential or proprietary information (“Associated Third Party Information”). By way of example, Associated Third Party Information may include the habits or practices of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated Third Parties, and information related to the business conducted between STONE DOOR GROUP and such Associated Third Parties. Client shall during the course of this Agreement and thereafter, to hold in the strictest confidence, and not to use or to disclose to any person, firm or corporation any Associated Third Party Confidential Information.
6.4 User Data. User Data consists of information directly or indirectly collected by STONE DOOR GROUP from customers, targets and users of its Services. User Data may include personally identifiable information or preferences of such customers, targets and users. Client shall treat User Data as STONE DOOR GROUP Confidential Information under this Agreement and shall access, use and disclose User Data as authorized by an in accordance with this Agreement. The parties do not intend for STONE DOOR GROUP to receive from Client, or for STONE DOOR GROUP to collect or process on Client’s behalf, any “personal data,” as that term is defined by the General Data Protection Regulation (European Union Regulation 2016/679) (the “GDPR”). Client shall not disclose to STONE DOOR GROUP any such personal data or otherwise take any actions that might cause STONE DOOR GROUP to be subject to the GDPR.
7. Term and Termination.
7.1 Term of Agreement. This Agreement will become operative on the Effective Date and will remain in full force and effect until the earliest of (i) the date STONE DOOR GROUP completes the Services under all Statements of Work, or (ii) the date a party terminates the Agreement pursuant to Sections 7.2, 7.3 or 7.4 (“Expiration Date”).
7.2 Termination for Cause – STONE DOOR GROUP. STONE DOOR GROUP may terminate immediately for cause if Client fails to provide STONE DOOR GROUP’s compensation after written demand for payment, and such failure (a) continues for five (5) business days after Client’s receipt of written notice of nonpayment; or (b) occurs more than two (2) times in any twelve (12) month period.
7.3 Termination for Cause - General. If either party commits a material breach of this Agreement, the other party may terminate this Agreement if the breaching party fails to cure the breach within thirty (30) days of receiving written notice of breach. Additionally, should either party (i) be adjudged, become insolvent, or admits its inability to pay its debts generally as they become due; (ii) have any proceedings instituted by or against it in bankruptcy, under insolvency laws, or for the party’s reorganization, receivership, dissolution, or liquidation, which is not fully stayed within 30 days or is not dismissed or vacated within 30 days after filing; (iii) make an assignment for the benefit of creditors or any general arrangement with creditors; (iv) have a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business or (v) discontinue business or adopt a resolution calling for the same, the other party may terminate this Agreement for cause with twenty-four (24) hours written notice.
7.4 Termination for Convenience. STONE DOOR GROUP may terminate this Agreement at any time without cause by providing at forty-five (45) days’ prior written notice to Client. STONE DOOR GROUP shall be entitled to full payment for services performed prior to the Expiration Date.
8. Liability.
8.1 Indemnification of STONE DOOR GROUP. CLIENT WILL INDEMNIFY, DEFEND, AND HOLD STONE DOOR GROUP AND ITS SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, AND EMPLOYEES HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES AND REASONABLE EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, COSTS AND EXPENSES OF CONSULTANTS AND EXPERT WITNESSES, AND COSTS OF APPEAL), TO THE EXTENT ARISING OUT OF OR RESULTING IN WHOLE OR IN PART FROM (A) ANY BREACH OF THIS AGREEMENT BY CLIENT, (B) ANY CLAIM THAT SERVICES OR WORK PRODUCT HEREUNDER INFRINGE A THIRD PARTY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHT, OR (D) ANY NEGLIGENT ACT OR OMMISSION OF ANY CLIENT EMPLOYEE, AGENT, OR SUBCONTRACTOR.
8.2 Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF STONE DOOR GROUP ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF STONE DOOR GROUP, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES, TO CLIENT OR TO ANY THIRD PARTY FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF STONE DOOR GROUP. IN NO EVENT SHALL STONE DOOR GROUP BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, LOST REVENUE, LOST USE, DIMINUTION IN VALUE, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY STONE DOOR GROUP, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT STONE DOOR GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
IN NO EVENT SHALL STONE DOOR GROUP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO STONE DOOR GROUP PURSUANT TO THE APPLICABLE STATEMENT OF WORK IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Disclaimer. Client acknowledges and understands that STONE DOOR GROUP will provide Services only to the extent that it owns or has the right to extend such Services. In the event that there is any claim made by Client or any third party that the STONE DOOR GROUP does not have the right to provide Services, of if STONE DOOR GROUP has reason to believe that its license, ownership, or ability to provide Services is defective, STONE DOOR GROUP shall have the right to alter the Services, add, remove, or replace licensed products or modules within licensed products, or terminate this Agreement, as STONE DOOR GROUP deems necessary.
10. Notices. Except as otherwise expressly provided herein; for the purposes of this Agreement, any notice, consent, approval, request, demand and all other communications provided for in the Agreement (collectively, “Notices”) shall be in writing and shall be deemed to have been duly given if delivered personally, mailed via registered or certified mail, postage prepaid, return receipt requested, in writing by electronic mail and a telephone call to confirm receipt of such e-mail, or by a nationally recognized overnight carrier with delivery tracking capabilities, such as UPS or FEDEX, with all fees prepaid, and addressed to the party, as applicable, at the addresses listed below, or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. Except as provided elsewhere in this Agreement, Notices are effective only if the party giving the Notice has complied with this paragraph. Notices should be addressed:
If to Stone Door Group:
Stone Door Group
Managing Partner
10655 US Hwy 41 S
Monteagle, TN 37356
E-mail: info@stonedoorgroup.com
11. Entire Agreement. This Agreement, together with any related Statements of Work, exhibits, schedules, attachments and appendices herein, set forth the entire agreement and understanding between the Client and STONE DOOR GROUP relating to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, discussions, representations and warranties, both written and oral, between the parties. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work or Third Party Terms, the terms and conditions of this Agreement control unless the Statement of Work expressly states the parties’ intent to vary one or more specifically identified terms or conditions of this Agreement.
12. Survivorship. The rights and obligations of the parties set forth in Sections 6 (Warranties) and 9 (Liability), and any right or obligation of the parties in this Agreement which, by its nature, shall survive termination of the business relationship between the parties and expiration or termination of this Agreement.
13. Severability. Should any term or provision of this Agreement be determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, then such term or provision shall automatically be amended so as to make it valid, legal and enforceable but keeping it as close to its original meaning as possible. The invalidity, illegality or unenforceability of any term or provision shall not affect in any manner the other terms or provisions herein contained, which remain in full force and effect.
14. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and signed by each party.
15. Waiver. No waiver by any party of any of the provisions of this Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
16. Assignment. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of STONE DOOR GROUP. Any purported assignment or delegation in violation of this Section 17 will be null and void. No assignment or delegation will relieve the Client of any of its obligations under this Agreement.
17. Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns.
18. No Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
19. Choice of Law. This Agreement, including all Statements of Work, exhibits, schedules, attachments and appendices attached to this Agreement, and all matters arising out of or relating to this Agreement, is governed by, and is to be construed in accordance with, the laws of the State of Tennessee, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee.
20. Choice of Forum - U.S. Clients. If Client is an entity domiciled in the U.S., then the following subparagraphs apply:
20.1 Any claims or actions arising out or relating to this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Hamilton County, Tennessee, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any state or federal court sitting in Hamilton County, Tennessee; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
20.2 Waiver of Jury Trial. Each party acknowledges that any controversy that may arise under this Agreement, including exhibits, schedules, attachments and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any Statements of Work, exhibits, schedules, attachments or appendices attached to this Agreement, or the transactions contemplated hereby.
21. Choice of Forum - Non-U.S. Clients. If Client is an entity domiciled outside the U.S., then any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. All disputes shall be heard by a single arbitrator. The place of arbitration shall be Hamilton County, Tennessee, U.S.A. The language of the arbitration shall be English.
22. Force Majeure. The STONE DOOR GROUP is not liable or responsible to Client, nor will be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of STONE DOOR GROUP including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 30 days, Client may give notice in writing to STONE DOOR GROUP to terminate this Agreement.
BY EXECUTING TO THE STATEMENT OF WORK, OR TAKING ANY ACTION IN FURTHERANCE OF THIS AGREEMENT OR THE STATEMENT OF WORK, CLIENT HEREBY AGREES TO BE BOUND BY, AND TO FULFULL THE OBLIGATIONS OF, THIS AGREEMENT.