InfoSend Master Service Agreement - Utility Bill Printing and Mailing Services

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InfoSend MSA Rev. 7.31.2020 3 | P a g e “hacker” attacks on internet infrastructure, regulatory restrictions, change in law or regulation or other acts of government authority, including civil and military authorities and courts, fuel or energy shortages, transportation stoppages or slowdowns, the inability to procure parts or raw materials, and/or acts or omissions of common carrier. These causes will not excuse Client from paying previously accrued payables due to InfoSend through any available lawful means acceptable to InfoSend. 6 Invoicing and Payments 6.1 Invoicing InfoSend will invoice Client weekly and Client will pay InfoSend the fees described in and/or computed in accordance with Exhibit B (InfoSend Fees). Client payment of these invoices is due upon receipt in U.S. dollars and shall be paid NET 15 unless expressly agreed to by InfoSend. 6.2 Dispute of Invoice Should Client dispute any invoices, it must do so within ninety (90) days of the invoice date or any dispute shall be deemed waived. 6.3 Late Payments InfoSend may elect to assess finance charges on any or all undisputed invoices that become past due at a rate of 1.5% per month. The recurring nature of InfoSend’s Services result in a rapid rise in financial loss to InfoSend if a Client’s accounts payable process is delayed, particularly when InfoSend is invoicing Client for postage charges. Therefore, InfoSend reserves the right to suspend Services until payments are brought current if past due account balances cannot be collected from Client. InfoSend’s Accounting staff will notify Client in writing before Services are suspended and give Client an opportunity to bring the account current before Services are put on hold. Should a hold be instigated, it will immediately be removed once the account is brought current. 7 Communications 7.1 Notices Any notice hereunder must be in writing and sent by overnight courier service (such as FedEx or UPS), or USPS certified mail, all with delivery signature requested, to the other party hereto at the respective address set forth below: To Client: C/O (Department): _________________________ Address: _________________________________ _________________________________________ To InfoSend: C/O: President Address: 4240 E. La Palma Avenue Anaheim, CA 92807 Notice shall be deemed to have been given and received one (1) business day after being sent via overnight courier service, or three (3) business days after being mailed by USPS certified mail. Each party may update its address or email address by providing written notice to the other party of such change in accordance with this section. 8 Confidentiality & Intellectual Property 8.1 Confidentiality All information and data relating to Client’s business, as well as all User information, submitted by Client to InfoSend under this Agreement shall be treated as confidential by InfoSend and shall not, except as required to perform the Services under this Agreement or otherwise required by law, be disclosed to any third party by InfoSend without Client’s written consent. InfoSend shall promptly notify Client should InfoSend be served with a summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admission, or other discovery request or court order (a “Request to Disclose”) from any third party regarding this Agreement, the Services performed under this Agreement, and/or seeking such information or data. Client shall be responsible to timely make appropriate objections to any Request to Disclose. Client will not disclose to any third party or use for any purpose inconsistent with this Agreement any confidential or proprietary non-public information it obtains during the term of this Agreement about InfoSend’s business (the “Confidential Information”), which Confidential Information shall include InfoSend’s operations, financial condition, technology, systems, suppliers, clients or prospective clients, marketing data, plans, pricing, and models, or personnel, unless required by applicable law. Client will ensure that its employees and agents similarly abide by the requirements hereof. Client will promptly notify InfoSend of its receipt of a Request to Disclose and Confidential Information, and