Survey & Ballot Systems, Inc. Services Agreement
In consideration of you (“Client”) using this service, you are entering into the following SERVICES AGREEMENT (the “Agreement”) with Survey & Ballot Systems, Inc. a Minnesota corporation (“SBS”).
- Services to be Rendered. SBS agrees to perform certain voting support services for Client (the “Services”) and provide the necessary labor for providing such Services.
- Compensation for the Services. For the Services rendered hereunder to Client, SBS is being paid compensation by a third party with which Client has a preexisting relationship.
- Independent Contractor. SBS and Client acknowledge and agree that SBS is an independent contractor of Client, and not in an employer-employee relationship or joint venture with Client.
- Confidential Information. SBS agrees that any confidential information SBS receives or reviews concerning Client (hereinafter “Confidential Information”) is proprietary and confidential to Client. SBS agrees, on behalf of itself and all of its agents, to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer any of the Confidential Information to any person or entity, or utilize any of the Confidential Information for any purpose.
- Warranty; Limitation of Liability. SBS guarantees that the Services performed hereunder shall be of the highest quality. In the event that SBS incorrectly inserts any Data in Client’s data files or other materials, Client’s exclusive remedy shall be to require SBS to correct the data files and/or replace such other materials for Client.
IN NO EVENT SHALL SBS BE LIABLE FOR ANY LOSS OF PROFITS, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF SBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. THESE LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
6.1. Web Site Maintenance and Management. SBS reserves the right to perform maintenance on our equipment or system which may result in interrupted service or errors in the use of the Services. SBS will attempt to provide prior notice of such interruptions, changes or denials of access, but does not guarantee notification.
6.2 Force Majeure. SBS shall not be liable for, nor shall SBS be considered in breach of this Agreement due to, in whole or in part, any delay, failure or inability to perform the Services or other obligations under this Agreement as a result of a cause beyond its reasonable control, including, without limitation, any act of God or a public enemy or terrorist; any act, omission, or delay in action of any military, governmental, quasi-governmental, or regulatory authority or agency; any local, state, regional, or federal emergency; change in any law, rule, or regulation; any natural disaster or other like event; any epidemic or pandemic; any quarantine, self-quarantine, shelter-in-place, or like preventive measure issued or recommended by any governmental or quasi-governmental authority or agency; or any disruption or outage of communications, power or other utility. The time for performance required of SBS (to the extent such delay, failure, or inability is reasonably curable by SBS) shall be extended by the period of such delay and in no event shall SBS be expected to expend or incur any additional costs or expenses beyond those reasonably anticipated by SBS at the commencement of this Agreement, nor shall the occurrence of the Force Majeure Event affect the obligation of Client to pay money (or cause any third party to make payment of money on Client’s behalf) in a timely manner which matured prior to the occurrence of Force Majeure Event.
6.3. Message delivery. SBS’ standard email messages have undergone testing for spam attributes to help ensure delivery, however, internet email delivery is not 100% reliable and SBS cannot be held responsible for undelivered, filtered or otherwise lost email messages. Similarly, SBS cannot be held responsible for undelivered or otherwise lost postal mail.
6.4. Governing Law. The provisions of this Agreement shall be interpreted and construed in accordance with the laws of the State of Minnesota and the United States of America. The parties hereby submit and consent to the jurisdiction of the courts of the United States of America and the State of Minnesota in any dispute arising out of this Agreement.