Professional & Consulting Services for SharePoint
LC Rogers Technologies, LLC professional and/or consulting services for SharePoint are performed subject to these terms and conditions (the “Terms”).
1. DEFINED TERMS. In these Terms:
“Affiliate” means any and all legal entities which now or hereafter the ultimate parent of LC Rogers Technologies, LLC controls. For the purpose of this definition, “control” shall mean an entity, directly or indirectly, holding more than fifty per cent (50%) of the issued share capital, or more than fifty per cent (50%) of the voting power at general meetings, or which has the power to appoint and to dismiss a majority of the directors or otherwise to direct the activities of such legal entity.
“Business Day” or “Business Hours” means 8:00 a.m. – 5:00 p.m. Monday through Friday, United States central time, excluding federal public holidays in the United States.
“Confidential Information” means all information disclosed by one of us to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including: (i) for you, any proprietary information that you maintain in confidence (such as unpublished source code or inventions) and PII, (ii) Information that is independently developed by one of us, without reference to the other’s Confidential Information, or that becomes available to one of us other than through violation of the Agreement or applicable law, shall not be “Confidential Information” of the other party.
“Customer Intellectual Property” or “Customer IP” means source code, trade secrets, inventions, and other proprietary information, and/or copies of your trademarks, service marks and other identifying indicia and/or other intellectual property that you provide to LC Rogers Technologies, LLC for the purpose of enabling LC Rogers Technologies, LLC to provide the Services.
“Personally Identifiable Information” or “PII” means: (i) a combination of any information that identifies an individual with that individual’s sensitive and non-public financial, health or other data or attribute, such as a combination of the individual’s name, address, or phone number with the individual’s social security number or other government issued number, financial account number, date of birth, address, biometric data, mother’s maiden name, or other personally identifiable information; (ii) any “non-public personal information” as that term is defined in the Gramm-Leach-Bliley Act found at 15 USC Subchapter 1, § 6809(4), and (iii) “protected health information” as defined in the Health Insurance Portability and Accountability Act found at 45 CFR §160.103.
“Services Agreement” means the agreement between us pursuant to which LC Rogers Technologies, LLC provides SharePoint services as set forth herein and includes the following documents by reference: (i) the Services Description; and (ii) these Terms. When we use the term “Services Agreement” or “Agreement” in any of these documents, we are referring collectively to all of them. The Agreement is effective as of the time that you sign, either electronically or manually, the form of Agreement prepared by LC Rogers Technologies, LLC, or accept the Agreement as part of LC Rogers Technologies, LLC’s online order process.
“Service” or “Services” means the SharePoint services and/or support described in the applicable Services Description that is incorporated by reference in this Agreement.
“Services Description” means a written description of the Services you are buying from LC Rogers Technologies, LLC, and related fees, that are incorporated by reference in the Agreement, including any “statement of work” or other name given to a Services Description that you submit to LC Rogers Technologies, LLC as part of an online order process.
“SLA” means a service level agreement, service level guaranty, response time guaranty, or commitment of like description that includes a dollar credit for failing to meet a defined service level or response time.
2.1 Services. LC Rogers Technologies, LLC’s obligation to begin providing Services is contingent on your satisfaction of LC Rogers Technologies, LLC’s credit approval criteria. LC Rogers Technologies, LLC will perform the Services in accordance with the terms and specifications stated in the Services Description. If you fail to timely provide information or take other actions as required by Section 3 (Your Obligations) below, then LC Rogers Technologies, LLC’s time for performance of the Services shall be extended by that number of days that LC Rogers Technologies, LLC was unable to begin or complete the Services in a reasonable manner as a result of your delay and any SLA would be void.
2.3 Services Warranty. For Services covered by an SLA, LC Rogers Technologies, LLC warrants that the Services will conform to the SLA. LC Rogers Technologies, LLC warrants that the Services will be performed in a good and professional manner, unless LC Rogers Technologies, LLC has designated the Services as “best efforts” or “as is” or with like notice in this Agreement or the applicable Services Description. LC Rogers Technologies, LLC agrees to follow security procedures at least as stringent, in LC Rogers Technologies, LLC’s reasonable judgment, as those described at http://www.LC Rogers Technologies, LLC.com/information/legal/securitypractices.php. LC Rogers Technologies, LLC will perform all Services in accordance with applicable law.
2.4 Support Requests, Escalation Request Response Time Guaranty.
2.4.1 SLA and Response Time Guaranty. Specific SLA’s and response times are set forth in the applicable Services Description. The SLA and response time guaranty does not apply to service requests made via email. We do not guaranty that we will be able to resolve your issue within a specific time.
2.5 Out of Scope Services. We are not required to perform any services other than those defined as the “Services” in the applicable Services Description. However, if we perform additional services at your request, we may charge you our standard hourly rate for such services, provided that we have notified you in advance of performing the services that the services will be billable. Out of scope services will be performed on a best efforts basis unless otherwise agreed. See Section 8 (Unsupported Services) below.
2.6 Changes in Services. At any time, you may modify the size, quality, complexity or make other changes in the scope of the Services, may request LC Rogers Technologies, LLC to provide additional services, or may make changes respecting the scope, legal requirements, and/or schedule of the Services. If you request any additional services, then LC Rogers Technologies, LLC shall, prior to commencing such services, provide you with a written estimate of the cost of providing any such services. If you approve such services and the estimate of cost, such services shall become a part of the Services. If you decline to approve all or part of such additional services, you shall give prompt written notice to LC Rogers Technologies, LLC and LC Rogers Technologies, LLC shall have no obligation to provide those services and you shall have no obligation to pay for any such services.
2.7 Cooperation with LC Rogers Technologies, LLC. You agree to cooperate fully with LC Rogers Technologies, LLC and any third party service providers hired by LC Rogers Technologies, LLC to perform the Services.
3. YOUR OBLIGATIONS
3.1 Provision of Information. You must use reasonable security precautions in connection with your use of the Services; this includes encrypting any PII stored on the SharePoint environment prior to our performance of Services. You must comply with the laws applicable to your use of the Services. You must provide information and take actions as described in the Services Description and as LC Rogers Technologies, LLC may reasonably request to perform the Services in a reasonable manner. You must appoint a technical contact within your organization to work with LC Rogers Technologies, LLC’s technical personnel. Your technical contact must have familiarity with your information technology systems, and sufficient skill and knowledge in the technical aspects of the Services to interact with LC Rogers Technologies, LLC’s technical personnel. You must create, or arrange for the creation of, a reliable backup of any information that LC Rogers Technologies, LLC will have access to as part of the Services prior to the time that LC Rogers Technologies, LLC begins the Services. You shall provide us with a resource who has the necessary access to the SharePoint environment and can share their desktop with us via an encrypted system, that we can provide if requested, and monitor our access of the SharePoint environment during our performance of the requested Services.
3.2 On-Site Obligations. Where Services require on-site performance, you must provide free, safe and sufficient access to your facilities and applicable systems. Sufficient access includes (a) appropriate computer hardware, software and communications resources; (b) system and user documentation; (c) ample working space; (d) telephone service; (e) copying, facsimile, and postage facilities; and (f) other general office supplies and support to LC Rogers Technologies, LLC as reasonably necessary to perform the Services.
3.3 Account and Payment Obligations. You must pay when due the fees for the Services stated in the Services Description or other agreement between us.
4. PROMISES WE DO NOT MAKE
4.1 We do not promise that the Services will be uninterrupted, error-free, or completely secure. We do not promise that data, information and files stored in the environment will not be lost or damaged. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information and property.
4.2 We disclaim any and all warranties not expressly stated in the Agreement including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. You are solely responsible for the suitability of the Services chosen. Any services that we are not contractually obligated to provide but that we may perform for you at your request and without any additional charge are provided on an AS IS basis.
4.3 We will provide Services only to your primary or technical contacts listed on your account. We will not provide support directly to your end users unless specifically agreed in writing.
5. UNAUTHORIZED ACCESS TO YOUR DATA OR USE OF THE SERVICES
LC Rogers Technologies, LLC is not responsible to you or any third party for unauthorized access to your data or the unauthorized use of the Services. You are responsible for the use of the Services by any employee of yours, any person you authorize to use the Services, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you.
6. EXPORT MATTERS
You represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom LC Rogers Technologies, LLC is legally prohibited to provide the Services. You may not use the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export Administration Regulations, or as otherwise prohibited by law, nor may you provide administrative access to the Service to any person (including any natural person or government or private entity ) that is located in or is a national of any country that is embargoed or highly restricted under United States export regulations.
7. INTELLECTUAL PROPERTY
7.1 Customer’s Pre-Existing Intellectual Property. You hereby grant LC Rogers Technologies, LLC a limited term, non-exclusive, revocable, non-transferable license to use the Customer Intellectual Property solely for the purpose of performing the Services, and you retain all other right, title and interest in and to the Customer Intellectual Property. You represent and warrant to LC Rogers Technologies, LLC that you have all of the rights in the Customer Intellectual Property needed to grant the license stated in this Section and that LC Rogers Technologies, LLC’s use of the Customer Intellectual Property as permitted by the Agreement will not infringe on the intellectual property rights of any third party.
7.2 LC Rogers Technologies, LLC’s Pre-Existing Intellectual Property. LC Rogers Technologies, LLC will retain all right, title, and interest in and to its intellectual property existing prior to the beginning of the Services.
7.3 Intellectual Property Created by LC Rogers Technologies, LLC as part of the Services. Unless otherwise specifically stated in the applicable Services Description, LC Rogers Technologies, LLC shall own any intellectual property that it creates as part of providing the Services, either alone or jointly with you, provided that if the creation of the intellectual property is expressly defined as part of the “Services” in the Services Description, then upon payment in full of the fees due for the Services, you will have a perpetual, irrevocable, transferable, fully paid, worldwide, non-exclusive license to use such intellectual property. You acknowledge that LC Rogers Technologies, LLC may use any intellectual property it creates for you, either alone or jointly with you, to provide services to other customers, including your competitors, provided that such intellectual property does not contain or embody any Customer Intellectual Property or any of your Confidential Information.
8. UNSUPPORTED SERVICES
8.1 If you ask us to perform services outside the scope of the Services Description, we may designate those services as “best efforts,” “one off,” “reasonable endeavor,” “unsupported” or with like designation (referred to in this Section as an “Unsupported Service”). You acknowledge and agree that we may not be able to achieve your desired outcome when the services have been so designated, and/or that we may not have training or experience with the technology that is the subject of those services.
Any Unsupported Services we may perform for you at your request and without additional charge are provided on an AS IS basis. Any Unsupported Services we may perform for you at your request on an hourly fee basis are provided on a BEST EFFORTS basis.
9. TERM AND TERMINATION
9.1 Recurring Services. Unless otherwise agreed in the Services Description, the term of each Agreement for recurring Services begins on the date that you sign the Agreement, either electronically or manually, for the Services and continues on a month-to-month basis until either of us gives the other a notice of non-renewal at least thirty (30) days prior. If the Services Description specifies a defined term for the recurring Services then the initial term of the Agreement begins on the date that you sign the Agreement, either electronically or manually, for the Services and continues for the term set forth in the Services Description. Upon expiration of the initial term, the Agreement shall automatically renew for consecutive extended terms of one month each unless and until either of us gives the other a notice of non-renewal at least ten (10) Business Days prior to the expiration of the initial term or then-current extended term, as applicable.
9.2 Non-recurring Services. Unless otherwise agreed in the Services Description, the term of an agreement for non-recurring services shall begin on the date that you sign the Agreement, either electronically or manually, for the Services and continue until the Services are complete or the term as expired.
9.3 Termination for Convenience. You may terminate the Agreement for convenience on thirty (30) days notice by giving LC Rogers Technologies, LLC written notice as provided in Section 16 (Notices) below, provided that you are liable for all fees due under the Agreement for work completed prior to the effective time of termination and, for recurring Services, the total monthly recurring fees for the remaining portion of the initial term, or then-current renewal term, as applicable.
9.4 Termination for Breach. You may terminate the Agreement for breach if we materially fail to provide the Services as agreed and do not remedy that failure within ten (10) Business Days of your written notice describing the failure.
We may terminate the Agreement for breach if: (i) we discover that the information you provided for the purpose of establishing the Services is materially inaccurate or incomplete, (ii) the individual signing the Agreement did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer, (iii) your payment of any invoiced amount is overdue and you do not pay the overdue amount within four (4) Business Days of our written notice, (iv) without notice if you have made payment arrangements via credit card or other third party, and the third party refuses to honor our charges, or (v) you fail to comply with any other provision of the Agreement and do not remedy the failure within ten (10) Business Days of our notice to you describing the failure.
Either of us may terminate the Agreement if the other party becomes insolvent or is unable to pay its debts or enters into or files (or has filed or commenced against it) a petition, arrangement, application, action or other proceeding seeking relief or protection under the bankruptcy laws of the United States or any similar laws of the United States or any state of the United States.
10.1 Fees for Services. In consideration for the Services to be provided by LC Rogers Technologies, LLC hereunder, you shall pay LC Rogers Technologies, LLC the fees at the rates set forth in the applicable Services Description. LC Rogers Technologies, LLC shall invoice you for fees in consideration of the Services as follows: (i) monthly recurring fees may be invoiced monthly in advance on or around the first of each calendar month; (ii) non-recurring Services (including Unsupported Services) may be invoiced in advance, or in arrears, either upon completion or on a weekly or monthly basis, in our discretion.
10.2 Payment of Fees. Fees are due within thirty (30) days of receipt of invoice. If you have arranged for payment by credit card or ACH, LC Rogers Technologies, LLC may charge your card or account on or after the invoice date. LC Rogers Technologies, LLC may suspend all Services, and services provided pursuant to any unrelated agreement, if payment of any invoiced amount is overdue, and you do not pay the overdue amount within four (4) Business Days of our written notice to your billing contact. LC Rogers Technologies, LLC may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%). If any amount is overdue by more than thirty (30) days and LC Rogers Technologies, LLC brings a legal action to collect, or engages a collection agency, you must also pay LC Rogers Technologies, LLC’s costs of collection, including reasonable attorney fees and court costs. If your check is returned for insufficient funds, we may charge you a fee up to the maximum amount permitted by law. Fees must be paid in U.S. Dollars. Invoices that are not disputed within 180 days of invoice date are conclusively deemed accurate.
10.3 Fee Increases. LC Rogers Technologies, LLC may increase the fees for Services on thirty (30) days advance written notice, provided that the fee increase shall not become effective until after the expiration of the initial term or completion of non-recurring Services.
10.4 Reimbursement for Expenses. For on-site Services, you agree to reimburse LC Rogers Technologies, LLC for the actual substantiated out-of-pocket expenses of its employees and consultants incurred in performance of the Services, including but not limited to: airfare, car rental, lodging, parking, meals, etc. Airfare will be reimbursed for economy fares on flights with up to four hours of flight time and for business class fare on flights with four or more hours of flight time.
11. TAXES ON SERVICES
If LC Rogers Technologies, LLC is required by law to collect taxes on the provision of the Service, you must pay LC Rogers Technologies, LLC the amount of the tax that is due or provide LC Rogers Technologies, LLC with satisfactory evidence of your exemption from the tax. You must provide LC Rogers Technologies, LLC with accurate factual information to help LC Rogers Technologies, LLC determine if any tax is due with respect to the provision of the Services.
12. CONFIDENTIAL INFORMATION
Each of us agrees not to use the other’s Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law. Each of us agrees not to disclose the other’s Confidential Information to any third person except as follows:
(i) to our respective service providers, agents and representatives, provided that such service providers, agents or representatives agree to confidentiality measures that are at least as stringent as those stated in these Terms;
(ii) to law enforcement or government agency if requested, or if either of us reasonably believes that the other’s conduct may violate applicable criminal law;
(iii) as required by law; or
(iv) in response to a subpoena or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven days’ advance notice is not reasonably feasible), unless the law forbids such notice.
13. LIMITATION ON DAMAGES
13.1 We are not liable to you for failing to provide Services covered by an SLA unless the failure is a breach of the SLA, or results from our gross negligence or willful misconduct. The credits stated in an SLA are your sole and exclusive remedy for our failure to meet those guaranties for which credits are provided unless the failure is due to LC Rogers Technologies, LLC’s willful misconduct. For Services not covered by an SLA, your sole and exclusive remedy for our failure to perform the Services is to require LC Rogers Technologies, LLC to re-perform the Services.
13.2 Neither of us (nor any of our employees, agents, affiliates or suppliers) is liable to the other for any lost profits, loss of or damage to data, or any other indirect, special, incidental or consequential loss or damages of any kind, or for any loss that could have been avoided by the damaged party’s use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall either of us be liable to the other for any punitive damages.
13.3 Notwithstanding anything in the Agreement to the contrary, except for liability based on willful misconduct or fraudulent misrepresentation, and liability for death or personal injury resulting from LC Rogers Technologies, LLC’s negligence, the maximum aggregate monetary liability of LC Rogers Technologies, LLC and any of its employees, agents, suppliers, or affiliates in connection with the Services, the Agreement, and any act or omission related to the Services or Agreement, whether occurring before or after the execution of the Agreement, under any theory of law (including breach of contract, tort, strict liability, violation of law, and infringement) shall not exceed the: (i) for recurring Services an amount that is six (6) times one month’s recurring fee under the Agreement for the Services that are the subject of the claim as of the time of the occurrence of the events giving rise to the claim, and (ii) for non-recurring Services, the fees paid for the Services that are the subject of the claim.
14.1 If we, our affiliates, or any of our or their respective employees, agents, or suppliers (the “Indemnitees”) is faced with a legal claim by a third party arising out of your actual or alleged gross negligence, willful misconduct, violation of law, failure to meet the security obligations required by the Agreement, violation of your agreement with your customers or end users, or violation of Section 6 (Export Matters) or Section 7 (Intellectual Property) of these Terms, then you will pay the cost of defending the claim (including reasonable attorney fees) and any damages award, fine or other amount that is imposed on the Indemnities as a result of the claim. Your obligations under this subsection include claims arising out of the acts or omissions of your employees or agents, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you.
14.2 We will choose legal counsel to defend the claim, provided that these decisions must be reasonable and must be promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defense of the claim. We may not settle the claim without your consent, although such consent may not be unreasonably withheld. You must pay expenses due under this Section as we incur them.
You agree that we may publicly disclose that we are providing Services to you and may use your name and logo to identify you as our customer in promotional materials, including press releases. We will not use your name or logo in a manner that suggests an endorsement or affiliation. Neither party may disparage the other in any way nor engage in any conduct that is harmful to the reputation of the other.
Your routine communications regarding the Services covered by this Agreement, including any notice of non-renewal, should be sent to your Services account team using the firstname.lastname@example.org email. If you want to give a notice regarding termination of the Agreement for breach, indemnification, or other non-routine legal matter, you should send it by electronic mail and first class United States mail to:
LC Rogers Technologies, LLC
130 Inverness Plaza, Ste 320
Birmingham, AL 35242
LC Rogers Technologies, LLC’s routine communications regarding the Services and legal notices will be sent to the individual(s) you designate as your contact(s) on your account, either by electronic mail (including an electronic mail sent to email@example.com) United States mail, or overnight courier. Notices are deemed received as of the time delivered, or if that time does not fall within a Business Day, as of the beginning of the first Business Day following the time delivered. For purposes of counting days for notice periods, the Business Day on which the notice is deemed received counts as the first day. Notices must be given in the English language.
Neither party may assign the Agreement without the prior written consent of the other party except as part of a bona fide corporate reorganization or a sale of its business. LC Rogers Technologies, LLC may use third party service providers to perform all or any part of the Services, but LC Rogers Technologies, LLC remains responsible to you under this Agreement for work performed by its third party service providers to the same extent as if LC Rogers Technologies, LLC performed the Services itself.
LC Rogers Technologies, LLC personnel may from time to time recommend third party software or other products and services for your consideration. LC ROGERS TECHNOLOGIES, LLC MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING PRODUCTS AND SERVICES THAT ARE NOT PURCHASED FROM LC ROGERS TECHNOLOGIES, LLC. Your use of any such products and services is governed by the terms of your agreement with the provider of those products and services.
19. FORCE MAJEURE
Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.
20. GOVERNING LAW, LAWSUITS
The Agreement is governed by the laws of the State of Alabama, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. Exclusive venue for all disputes arising out of the Agreement shall be in the state or federal courts in Shelby County, Alabama, and we each agree not to bring an action in any other venue. You waive all objections to this venue and agree not to dispute personal jurisdiction or venue in these courts. You agree that you will not bring or participate in any class action lawsuit against LC Rogers Technologies, LLC or any of its employees or affiliates. Each of us agrees that we will not bring a claim under the Agreement more than two years after the time that the claim accrued.
Unless otherwise expressly permitted in this Agreement, these Terms may be amended only by a formal written agreement signed by both parties. A Services Description may be amended to modify, add, or remove Services, by a formal written agreement signed by both parties, or by an exchange of correspondence, including via electronic mail or the LC Rogers Technologies, LLC ticketing system, that includes the express consent of an authorized individual for each of us. The pre-printed terms on your purchase order or other business forms will not become part of this Agreement and shall be void and of no effect.
If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: signature page for the Services Agreement, Services Description, any addenda and these Terms. If any part of the Agreement is found unenforceable by a court, the rest of the Agreement will nonetheless continue in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable but still consistent with the business and financial objectives of the parties underlying the Agreement. Each of us may enforce our respective rights under the Agreement even if we have waived the right or failed to enforce the same or other rights in the past. The relationship between us is that of independent contractors and not business partners. Neither of us is the agent for the other, and neither of us has the right to bind the other on any agreement with a third party. The captions in the Agreement are for convenience only and are not part of the Agreement. The use of the word “including” in the Agreement shall be read to mean “including without limitation.” The word “our” refers to LC Rogers Technologies, LLC and the word “you” or “your” refers to Customer, unless the context clearly indicates another meaning. The following provisions shall survive expiration or termination of the Agreement: (i) Sections 1, 4.1, 4.2, 7, 9, 10, 11, 12, 13, 14, 16, 19 and 21 of these Terms, (ii) all provisions in the Agreement requiring you to pay fees for services provided prior to the time of expiration or termination, and (iii) all other provisions of the Agreement that by their nature are intended to survive expiration or termination of the Agreement.
These Terms are incorporated in your Services Agreement by reference to a page on the LC Rogers Technologies, LLC website. Although we may from time to time revise the Terms posted on this page, those revisions will not be effective as to a Services Agreement that you signed prior to the date we posted the revision, and your Agreement will continue to be governed by the Terms posted on the effective date of the Agreement until the first day of any renewal term that begins at least thirty days following the date we first publish the revision.
If you have made any change to the Agreement that you did not bring to our attention in a way that is reasonably calculated to put us on notice of the change, the change shall not become part of the Agreement.
The Agreement may be signed in multiple counterparts, which taken together will be considered one original. Facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format), and electronic signatures shall be deemed to be original signatures.
This Services Agreement is the complete and exclusive agreement between you and LC Rogers Technologies, LLC regarding its subject matter and supersedes and replaces any prior agreement, understanding or communication, written or oral.