This Master Subscription Agreement (“MSA”) is effective as of the effective date of an applicable signed order form ( “Order Form” and such date the “Effective Date”) and is by and between Meadowlark Engineering LLC, a California corporation with a place of business at 9349 Wister Dr. La Mesa, CA 91941 (“Meadowlark), and the customer (i) set forth on the Order Form or (ii) who registers for the Services on a free trial basis (“Trial Services”) and accepts this MSA (each, a “Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form the terms of the Order Form control. If Customer is provided with access to the Services on a free trial basis, the section of this Agreement entitled “Free Trial Services” will govern such access and, unless as otherwise indicated on an applicable Order Form, certain of Meadowlark's obligations under this MSA will not apply, as further described below.
Section 1. Definitions.
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1.
“Agency Computer” shall mean the computers owned or provided by Agency used to access the Web Interface or the API of the Redaction Services.
“Application Programming Interface (API)” shall mean the programmatic interface provided by Meadowlark and used by the Agency to access the Redaction Services from an Agency Computer.
“Authorized End User(s)” shall mean any individual employees, agents, or contractors of Agency accessing and/or using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement.
"Case Materials” shall mean any police reports, crime sheets, rap sheets, or any document submitted to the Redaction Service.
“Command Line Tool” shall mean the executable application that is installed on an Agency Computer whose function is to send Case Materials to the Redaction Service via the API and save the Redacted Documents to the local filesystem on the Agency Computer(s).
“Documentation” will mean text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Services which are provided by Meadowlark to Agency in accordance with the terms of this Agreement.
“Meadowlark IP” will mean the Services, the Documentation, the Embedded Software, the Installation Services, and any and all intellectual property therein or otherwise provided to Agency and/or its Authorized End Users in connection with the foregoing.
“Installation Services” shall mean the services provided by Meadowlark including any applicable installation or configuration of Software on Agency Computers.
“Provisioned Redaction Requests” the total number of permitted Redaction Requests allowed by the purchased subscription.
“Redacted Documents” will mean any text, html, pdf, or image returned by the Redaction Service API or Web Interface after processing by the Redaction Service.
“Redaction Request” shall mean a single request to the API to perform redaction on a single document containing any number of pages as long as provided the file size does not exceed the limit as stated in the Service Level Agreement.
“Service” or “Redaction Service” means the provision, via the Web Interface, of Meadowlark’s software application for automatic redaction of documents.
“Support Services” shall mean Helpdesk and Incident Management, as defined in Section 2.9 below.
“Subscription Fee” shall mean the fee to be paid by the Agency for access to the Redaction Service for a period of time set forth in the Order Form.
“Overage Fee” shall mean the fee paid by the Agency for Redaction Requests in excess of the Provisioned Redaction Requests during the subscription period.
“Web Interface” means the website(s) or application(s) through which Agency and its Authorized End Users can access the Redaction Service in accordance with the terms of this Agreement.
Section 2. Services and Support.
Section 2.1. Provision of Access The “Services” mean the products and services that are ordered by Customer from Meadowlark in an Order Form referencing this MSA or, if applicable, the Trial Services that are made available to Customer.
Subject to the terms of this Agreement, Meadowlark hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Services via the Web Interface, the Command Line Tool, and the API during the Service Term (as defined in Section 6.1 below), solely for the Authorized End Users. Meadowlark will provide Customer with the Documentation to be used in accessing and using the Redaction Service. Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Customer, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the Redaction Service, and shall cause Authorized End Users to comply with such provisions. Meadowlark may use the services of one or more third parties to deliver any part of the Services, including without limitation using a third party to host the Web Interface and API which makes the Services available to Customer and Authorized End Users. Warranties provided by said third party service providers are the Customer’s sole and exclusive remedy and Meadowlark’s sole and exclusive liability with regard to such third-party services, including without limitation hosting the Web Interface and API. Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer.
Section 2.2. Software License Subject to all terms of this Agreement, Meadowlark grants Customer a limited, non- exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Redaction Service for the term of specified in an Order referencing this MSA.
Section 2.3. Documentation License Subject to the terms of this Agreement, Meadowlark hereby grants to Customer a non-exclusive, non-transferable right and license to use the Documentation during the Service Term in connection with its use of the Services as contemplated herein, and under Section 2.4 below.
Section 2.4. Usage Restrictions. Meadowlark IP The purpose for usage of the Redaction Service, Documentation, Support Service, and Meadowlark IP are solely to facilitate the redaction of Case Materials for compliance with PC §714 by the appropriate government Customer, and not for general purpose redaction of documents (“Permitted Purpose”). Customer will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Meadowlark IP; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Meadowlark IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Meadowlark IP, or attempt to do any of the foregoing, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Meadowlark IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Meadowlark; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Meadowlark IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Services or Meadowlark IP; (vi) use the Services, support, Documentation or the Meadowlark IP for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer’s rights under Sections 2.1, 2.2, or 2.3.
Section 2.5. Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Meadowlark and its licensors retain all right, title and interest in and to the Meadowlark IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Customer further acknowledges that Meadowlark retains the right to use the foregoing for any purpose in Meadowlark’s sole discretion. There are no implied rights.
Section 2.6. Suspension Notwithstanding anything to the contrary in this Agreement, Meadowlark may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Meadowlark IP if Meadowlark reasonably determines that
(a) there is a threat or attack on any of the Meadowlark IP; (b) Customer’s or any Authorized End User’s use of the Meadowlark IP disrupts or poses a security risk to the Meadowlark IP or any other Customer or vendor of Meadowlark; (c) Customer or any Authorized End User is/are using the Meadowlark IP for fraudulent or illegal activities; (d) Meadowlark’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (e) any vendor of Meadowlark has suspended or terminated Meadowlark’s access to or use of any third party services or products required to enable Customer to access the Meadowlark IP; or (f) Customer has violated any term of this provision, including, but not limited to, utilizing the Services for anything other than the Permitted Purpose (each such suspension, in accordance with this Section 2.6, a “Service Suspension”).
Meadowlark will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices sent to Customer’s registered email address) and to provide updates regarding resumption of access to the Meadowlark IP following any Service Suspension. Meadowlark will use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Meadowlark will have no liability for any damage, liabilities, losses (including any loss of data) or any other consequences that Customer or any Authorized End User may incur as a result of Service Suspension. To the extent that the Service Suspension is not caused by Customer's direct actions or by the actions of parties associated with the Customer, the expiration of the Term will be tolled by the duration of any suspension (for any continuous suspension lasting at least one full day).
Section 2.7. Installation Services. Subject to the payment of fees, or at Meadowlark's sole discretion prior to such payment, Meadowlark will assist the Customer in the installation and configuration of the Command Line Tool on Customer Computers.
Section 2.8. Changes to Platform. Meadowlark may, in its sole discretion, make any changes to the Redaction Service, the Web Interface, the API, and the Command Line Tool that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Meadowlark's products or services to the Customer, (b) the competitive strength of, or market for, Meadowlark's products or services, (c) such platform or system's cost efficiency or performance, or (ii) to comply with applicable law.
Section 2.9. Support Services.
Meadowlark will provide limited technical assistance to the Customer in connection with the use of the Services.
Support Services include assistance in diagnosing and addressing incidents related to defects in the software
or documentation, including errors, bugs, or failures that impede the intended functionality of the software,
and response to issues affecting the availability or accessibility of the software. The response time for the
resolutions of incidents is guided by Section 7 “Incident Management” of the Service Level Agreement.
Support Services are provided during Meadowlark’s standard support hours and do not include training,
extensive customization, or support for third-party systems or software not provided by Meadowlark.
Section 3. RESTRICTIONS AND RESPONSIBILITIES.
Section 3.1. Customer Obligations. 3.1 Customer Obligations. Meadowlark will assist Customer end-users in the creation of an administrative User ID. Customer agrees to provide Meadowlark with accurate, complete, and updated registration information. Customer may not select as its User ID a name or email that Customer does not have the right to use, or another person’s name with the intent to impersonate that person. Customer is responsible for any activity associated with its account. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Customer will, at its own expense, provide assistance to Meadowlark, including, but not limited to, by means of access to, and use of, Customer facilities, as well as by means of assistance from Customer personnel, to the limited extent any of the foregoing may be reasonably necessary to enable Meadowlark to perform its obligations hereunder, including, without limitation, any obligations with respect to Support Services or any Installation.
Section 3.2. Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations. Although Meadowlark has no obligation to monitor Customer’s use of the Services, Meadowlark may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Section 4. CONFIDENTIALITY; CUSTOMER DATA.
Section 4.1. Confidentiality. To the extent allowable by applicable FOIA and state-specific Public Records Acts, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Meadowlark includes non-public information regarding usage, features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Meadowlark. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Meadowlark’s use of the Proprietary Information may include processing the Proprietary Information to improve the performance of the Redaction Service. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
Section 4.2. Feedback. If Customer provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Customer hereby assigns (and will cause its agents and representatives to assign) to Meadowlark all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.
Section 5. PAYMENT OF FEES.
Section 5.1. Subscription Fees. The Customer shall pay Meadowlark the subscription Fee (as described on the Work Order Form attached hereto) as set forth on the Order Form on or before the 30th day following the Effective Date of this Agreement. Meadowlark shall have no liability resulting from any delay by the Customer in installing the Command Line Tool on the Customer Hardware.
Section 5.2. Overage Fees. If the Customer exceeds the Provisioned Redaction Requests, the Customer agrees to pay for each additional Redaction Request at the rate specified in the Order Form. Meadowlark will invoice the Customer for Overage Fees no less frequently than every 30 days. The Customer shall remit payment for invoiced Overage Fees to Meadowlark within 30 days of the invoice date.
Section 5.3. Changes to Fees. Meadowlark reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the Initial Term or any Renewal Term, upon sixty (60) days’ notice prior to the end of such Initial Term or Renewal Term (as applicable) to Customer (which may be sent by email). If Customer believes that Meadowlark has billed Customer incorrectly, Customer must contact Meadowlark no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Meadowlark’s support department. Customer acknowledges and agrees that a failure to contact Meadowlark within this sixty (60) day period will serve as a waiver of any claim Customer may have had as a result of such billing error.
Section 5.4. Invoicing, Late Fee, Taxes. Meadowlark may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Meadowlark thirty (30) days after the mailing date of the invoice. If Customer is a non-tax exempt entity, Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Meadowlark’s net income.
Section 6. TERM AND TERMINATION
Section 6.1. Term of Agreement. Subject to earlier termination as provided below, the initial term of this Agreement shall be for the period of time set forth on the Order Form (the “Initial Term”). The Term shall commence upon the Subscription Start Date set forth on the Order Form. Following the Initial Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of either one year or the length set forth on the Order Form (each, a “Renewal Term”), whichever is greater, (the “Service Term”) unless either party gives the other party notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
Section 6.2. No-Fee Term. Meadowlark may, at its sole discretion, grant the Customer access to all or part of the Services (the "Trial Services") for a period specified in the applicable Order Form (the “No-Fee Term” or “Evaluation Term”). During the No-Fee Term, the Customer shall not be required to pay any fees or charges for its access to or use of the Services. Meadowlark reserves the right to terminate or modify the No-Fee Term at any time, in accordance with the terms of this Agreement.
Section 6.3. Termination. In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Service Term by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty (30) day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business. Upon termination for Meadowlark’s material breach, Meadowlark will refund to Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination.
Section 6.4. Survival. The following Sections will survive termination: 2.4, 2.5, 3, 4, 5 (with respect to any accrued rights to payment), 5.4, 6.4, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 10.5.
Section 7. REMEDY, WARRANTY, AND DISCLAIMER.
Section 7.1. Remedy. In the event of any defect, error, or malfunction in the software provided under this Agreement, the sole and exclusive remedy of the Customer shall be for Meadowlark to use commercially reasonable efforts to correct or repair the defect within a reasonable time frame following written notice from the Customer. If Meadowlark is unable to correct the defect after reasonable efforts, Meadowlark may offer a refund of any fees paid by the Customer for the specific software or service component affected, prorated for the period during which the software was non-functional. This remedy applies only in cases where Meadowlark is unable to correct the defect and does not impact any Service Level Agreement (SLA) credits provided for meeting availability guarantees while resolving issues.
Section 7.2. Exclusions. Meadowlark will not provide the remedy described in Section 7.1 if Customer is found to have misused the Meadowlark Software or Customer Hardware in any manner.
Section 7.3. Warranty. Meadowlark shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Meadowlark or by third-party providers, or because of other causes beyond Meadowlark’s reasonable control, but Meadowlark shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
Section 7.4. Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS Customer ’S SOLE REMEDY, AND MEADOWLARK'S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE SOFTWARE. MEADOWLARK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND MEADOWLARK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.5, OR IF NO STATE IS MENTIONED IN SECTION 10.5, BY THE LAW OF THE STATE OF CALIFORNIA.
Section 7.5. Insurance. Meadowlark will maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of Meadowlark’s business risk. Certificates of Insurance can be provided upon request.
Section 7.6. Force Majeurr. Meadowlark is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Customer or any Authorized End User.
Section 8. LIMITATTION OF LIABILITY; NO FEE TERM; INDEMNITY.
Section 8.1. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, MEADOWLARK AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND MEADOWLARK’S ACTUAL KNOWLEDGE OR REASONABLE CONTROL; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY Customer TO MEADOWLARK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT MEADOWLARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.5, OR IF NO STATE IS MENTIONED IN SECTION 10.5, BY THE LAW OF THE STATE OF CALIFORNIA.
Section 8.2. Additional No-Fee Term Requirements. IN NO EVENT SHALL MEADOWLARK’S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE COMPLIMENTARY NO-FEE TERM AS DESCRIBED IN SECTION 6.2 EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Parties acknowledge and agree that the essential purpose of this Section 8.2 is to allocate the risks under the No-Fee Term described in Section 6.2 and limit potential liability given the aforementioned complimentary service, which would have been substantially higher if Meadowlark were to assume any further liability other than as set forth herein. Meadowlark has relied on these limitations in determining whether to provide the complimentary No-Fee Term. The limitations set forth in this Section 8.2 shall not apply to claims or damages resulting from Meadowlark's other obligations under this Agreement.
Section 8.3. Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees that occur within the scope of their official duties. Customer will not pursue any claims or actions against Meadowlark's suppliers.
Section 8.4. Indemnity. Customer shall defend, indemnify and hold harmless Meadowlark, its representatives and assigns from and against any and all claims and/or liability for damages or injunctive relief for alleged violation of PC §741, and or allegations, complaints or enforcement actions which refer or relate to the issues addressed by PC §741. Customer’s duty to defend and indemnify Meadowlark extends to alleged claims for property, injury to or death of any person, or any other liability, including all expenses, legal or otherwise, to the extent allegedly caused by any act or omission, negligent or otherwise, by Customer for violations of PC §741, or allegations, complaints or enforcement actions which refer or relate to the issues addressed by PC §741; provided, however, that Meadowlark shall not be entitled to indemnity under this Section 8.4 in respect of any injury, loss, or damage to the extent that such loss, injury, or damage results from the gross negligence or willful misconduct by Meadowlark. Such determination that Meadowlark is not entitled to indemnity can only be made following a full trial and judgment on the merits by a court of competent jurisdiction. Nothing herein shall eliminate or preclude Customer’s requirement to provide Meadowlark a full defense to the above claims, regardless of the ultimate judgment of liability.
Section 9. RECORD RETENTION.
Section 9.1. Data Preservation. Meadowlark and its suppliers shall not retain, store, or archive any case materials submitted by the Customer for redaction services, whether in whole or in part. Upon completion of each Redaction Request, all submitted materials will be permanently deleted from Meadowlark’s and its suppliers’ systems. The Customer acknowledges and agrees that it bears sole responsibility for the retention, storage, and preservation of any case materials submitted for redaction, including maintaining appropriate backups or copies as required for its records or legal compliance. Meadowlark shall not be liable for any loss or unavailability of case materials once the Redaction Request is completed.
Section 10. MISCELLANEOUS.
Section 10.1. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Section 10.2. Assignment. This Agreement is not assignable, transferable or sublicensable by Agency except with Meadowlark’s prior written consent. Meadowlark may transfer and assign any of its rights and obligations, in whole or in part, under this Agreement without consent.
Section 10.3. Entire Agreement. This Agreement, together with the Order Form(s), Service Level Agreement (SLA), and any Government Agency Agreement (GAA) are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. None of Agency’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected.
Section 10.4. Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Agency does not have any authority of any kind to bind Meadowlark in any respect whatsoever.
Section 10.5. Governing Law; Venue. This Agreement shall be governed by the laws of the State of California. The parties hereto agree that venue would be in the Superior Court of the County of San Diego.
Section 10.6. Publicity. Meadowlark has the right to reference and use Agency’s name and trademarks and disclose the nature of the Services provided hereunder in each case in business and development and marketing efforts, including without limitation on Meadowlark’s website and websites operated by Meadowlark.
Section 10.8. Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated Sections.
Section 10.9. Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the organizations and individuals they are representing.
Section 10.10. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
Section 10.11. Amendments. Meadowlark may amend this MSA from time to time, in which case the new MSA will supersede prior versions. Vanta will notify Customer not less than ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by Meadowlark as consent to any such amendment.
Section 10.12. Waiver. Meadowlark's failure to enforce at any time any provision of this MSA does not constitute a waiver of that provision or of any other provision of this MSA.