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performance is delayed, impaired or rendered impossible
<br />by an event beyond its control ("Force Majeure Event")
<br />such as natural disasters, war, terrorist acts, riots, labor
<br />strikes, civil disturbances, extra -ordinary losses of utilities
<br />(including telecommunications services), computer
<br />"hacker" attacks on internet infrastructure, regulatory
<br />restrictions, change in law or regulation or other acts of
<br />government authority, including civil and military
<br />authorities and courts, fuel or energy shortages,
<br />transportation stoppages or slowdowns, the inability to
<br />procure parts or raw materials, and/or acts or omissions
<br />of common carrier. These causes will not excuse Client
<br />from paying accrued payables due to InfoSend through
<br />any available lawful means acceptable to InfoSend.
<br />6 Invoicing and Payments
<br />6.1 Invoicing
<br />InfoSend will invoice Client monthly and Client will pay
<br />InfoSend the fees described in and/or computed in
<br />accordance with Exhibit B (InfoSend Fees). Client
<br />payment of these invoices is due upon receipt in U.S.
<br />dollars and shall be paid NET 30 unless expressly agreed
<br />to by InfoSend. 8
<br />6.2 Dispute of Invoice
<br />Should Client dispute any invoices, it must do so within
<br />ninety (90) days of the invoice date.
<br />6.3 Late Payments
<br />The recurring nature of InfoSend's Services result in a
<br />rapid rise in financial loss to InfoSend if a Client's accounts
<br />payable process is delayed, particularly when InfoSend is
<br />invoicing Client for postage charges. Therefore, in the
<br />event that invoices remain unpaid for over sixty (60) days
<br />from due date, unless otherwise expressly agreed to by
<br />InfoSend in writing, InfoSend reserves the rightto suspend
<br />Services until payments are brought current. InfoSend's
<br />Accounting staff monitors Client debt regularly, and will
<br />notify Client in writing before Services are suspended.
<br />Should a hold be instated, it will immediately be removed
<br />once payment is received.
<br />After ninety (90) days of nonpayment on undisputed
<br />invoices, InfoSend may terminate Services under this
<br />Agreement.
<br />7 Communications
<br />7.1 Notices
<br />InfoSend Master Service Agreement
<br />10.2.2018
<br />Page 3 of 7
<br />Any notice hereunder must be in writing and sent by
<br />overnight courier service (such as FedEx or UPS), or USPS
<br />certified mail, all with delivery signature requested, to the
<br />other party hereto at the respective address set forth
<br />below:
<br />To Client:
<br />C/O (Department)': _ .................................
<br />Address:
<br />To InfoSend:
<br />C/O: President
<br />Address: 4240 E. La Palma Avenue
<br />Anaheim, CA 92807
<br />Notice shall be deemed to have been given and received
<br />one (1) business day after being sent via overnight courier
<br />service, or three (3) business days after being mailed by
<br />USPS certified mail. Each party may update its address or
<br />email address by providing written notice to the other
<br />party of such change in accordance with this section.
<br />Confidentiality & Intellectual Property
<br />8.1 Confidentiality
<br />All information and data relating to Client's business, as
<br />well as all User information, submitted by Client to
<br />InfoSend under this Agreement shall be treated as
<br />confidential by InfoSend and shall not, except as required
<br />to perform the Services under this Agreement or
<br />otherwise required by law, be disclosed to any third party
<br />by InfoSend without Client's written consent. InfoSend
<br />shall promptly notify Client should InfoSend be served
<br />with a summons, complaint, subpoena, notice of
<br />deposition, request for documents, interrogatories,
<br />requests for admission, or other discovery request or
<br />court order from any third party regarding this Agreement
<br />and/or the Services performed under this Agreement.
<br />Client will not disclose to any third party or use for any
<br />purpose inconsistent with this Agreement any
<br />confidential or proprietary non-public information it
<br />obtains during the term of this Agreement about
<br />InfoSend's business, operations, financial condition,
<br />technology, systems, products, services, suppliers, clients
<br />or prospective clients, marketing data, plans, pricing, and
<br />models, or personnel, unless required by applicable law.
<br />Client will ensure that its employees and agents similarly
<br />abide by the requirements hereof.
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