Master Services Agreement

This Master Services Agreement (“Agreement”) governs the relationship between Aeolus, Inc. (“Aeolus”) and the Customer identified in the Order Form. Aeolus and Customer are referred to collectively as “Parties” and individually as “Party.”

By accepting any Order (including execution of an Order or this Agreement, using any of the Services, or payment of invoices or fees for Services), Customer is agreeing to be bound by the terms of this Agreement and each Order. If you do not want to agree to this Agreement, you must not accept any Order, including using any Services). Aeolus may update this Agreement from time to time in its discretion and the changes will be binding on you.

1. Services and Orders.

1.1 Services. Subject to the terms herein, Aeolus will use commercially reasonable efforts to provide the products or services (“Services”) to Customer as described in one or more quotes, order forms, invoices, or statements of work (each, an “Order”).  The Services may include the resale of third-party products or services (“Third-Party Services”). 

1.2 Acceptance. Customer’s execution of an Order or this Agreement, use of the Services, or payment of invoices or fees for Services, in full or in part, are deemed acceptance by Customer of an Order and of this Agreement. 

1.3 Modifications to Orders. If Customer or Aeolus desires to change the scope of the Services, such Party shall make the request to the other Party in writing. No request to change the scope of the Services shall be effective unless (a) the changes are mutually agreed upon in writing or (b) Customer uses the changed Services provided by Aeolus or pays an invoice provided by Aeolus reflecting the changed Services in accordance with the terms of Section 1.2.

1.4 Third Party Terms. Customer’s use of Third-Party Services are subject to the terms, conditions, and agreements, including service level agreements, provided by the respective Third-Party Services providers (“Third-Party Terms”). Customer may be required to accept the Third-Party Terms directly with the Third-Party Services provider prior to using the Services and agrees to comply with them. Aeolus will not be liable for the acts or omissions of Third-Party Services providers. Aeolus is not responsible for the terms, conditions, and remedies set forth in the Third-Party Terms. Any concern regarding the Third-Party Services or Third-Party Terms must be directed to the Third-Party.

1.5 Commissions and Relationships to Third Parties. Customer acknowledges and agrees that there shall be no limitation on Aeolus’ right to receive commissions, payments, or other consideration for Aeolus’ role in marketing, selling, and providing one or more of the Services to Customer. Aeolus may currently and reserves all rights in the future to receive commissions, payments, or other consideration for marketing, selling, and providing one or more of the Services to Customer. Similarly, Aeolus reserves all rights to, and Customer acknowledges and agrees that Aeolus can, provide commissions, payments, or other consideration to its employees or independent contractors for their involvement in recommending Customer to Aeolus, in selling Services to the Customer, or any other activity Aeolus deems appropriate. Customer acknowledges that Aeolus has an agreement with the AppDirect marketplace, from which the Services may be sourced, in whole or in part.

1.6 Subcontracting. Aeolus reserves all rights to delegate all of its obligations under this Agreement to qualified employees, representatives, or subcontractors (collectively, “Subcontractors”). Aeolus shall be responsible for the acts and omissions of its Subcontractors. Aeolus has the sole and exclusive responsibility for payment of any wages, benefits, and required withholdings to any Subcontractors or pay any taxes on behalf of its relationship with Subcontractors. Aeolus and its Subcontractors shall at no time, under any circumstances, hold themselves out as an employee of the Customer. 

1.7 Non-Exclusive. Aeolus shall be free to enter into contracts to provide goods and services that are similar to the Services provided to Customer, without restriction, including during the Term.

2. Aeolus Obligations.

2.1 Technical Support. Aeolus is not obligated to provide direct technical support to Customer under this Agreement, unless specifically set forth otherwise in the Order.

2.2 Administrative Account. Aeolus may maintain an administrative account for Customer’s Services solely for technical support or account management purposes.

2.3 Transition. Unless otherwise restricted in the Order, Aeolus may from time to time transition one or more Third-Party Services to alternate Third-Party Services providers providing substantially equivalent services or directly provide substantially equivalent Services itself. Aeolus will provide advance written notice to Customer of such transition and use commercially reasonable efforts to minimize disruption to Customer.

3. Payment Terms.

3.1 Fees. 

(a) Customer will pay the fees for Services as set forth in the Order. 

(b) Unless otherwise specified in an Order, Aeolus’ invoicing of Customer for recurring Services charges will begin (“Start Date”) on the earlier of (i) the date that the Services are activated for Customer, or (ii) thirty (30) days after the date of the Order. Recurring charges will continue as specified on the Order. All recurring charges are invoiced in advance.

(c) Unless otherwise specified in an Order, Aeolus shall invoice Customer for non-recurring charges on the Start Date or on a date Aeolus otherwise specifies.

(d) All other charges for Services may be billed at times designated by Aeolus. Charges for any changed Services or additional use of the Services beyond the scope defined in the Order shall be at Aeolus’s then-current charges. 

(e) The fees for Services may be increased from time to time and reflected in invoices submitted to Customer by Aeolus. Customer’s payment of any such invoices shall constitute Customer’s agreement to such increased fees. As its sole remedy, Customer may terminate the related Order in the event that it objects to any fee increase by providing written notice to Aeolus within thirty (30) days of the fee increase.

(f) If the Services include Third-Party Services, Aeolus may designate on an Order the party to whom payment should be made, if not Aeolus.

3.2 Payment of Invoices. Customer shall pay all invoices within seven (7) days after the date of invoice. Aeolus may require Customer to pay by credit card or other electronic payment mechanism, and Customer hereby authorizes Aeolus to automatically draft payment at or near the date of invoice. Aeolus may also require Customer to make a deposit. Any deposit will be held by Aeolus as security for payment of amounts owed by Customer’s and may be applied against any past-due amounts (and Customer may be required to replenish such deposit). Upon termination of this Agreement, the amount of any deposit then remaining will be credited to Customer’s account and any remaining credit balance will be refunded to Customer. Any deposit held by Aeolus shall not accrue interest, and Aeolus shall not be required to place any deposit into an escrow account. All amounts owed shall be paid in U.S. Dollars without offsets or deductions of any kind. All payment obligations are non-cancelable, and all amounts paid are non-refundable.

3.3 Late Fees. Past due amounts bear interest at a rate of 1.5% per month (or the highest rate allowed by law, whichever is less) beginning from the date first due until paid in full. Customer agrees to pay Aeolus’s reasonable costs of collection of past due amounts, including collection agency fees, attorneys’ fees and court costs.

3.4 Taxes. Customer will, at Aeolus's direction, promptly reimburse Aeolus or pay directly to the applicable taxing authority all applicable taxes, fees, duties, charges, or regulatory surcharges that arise in any jurisdiction on the provision, sale or use of any Services and permitted by applicable law to be passed through to Customer, including, without limitation, value added, consumption, sales, use, gross receipts, excise, access, bypass, franchise and other taxes or federal or state universal service charges, except for taxes based on Aeolus’s net income and taxes assessed on Aeolus’s property (collectively, “Applicable Taxes”), and any penalties and interest related to such Applicable Taxes except to the extent that Customer provides Aeolus an appropriate exemption certificate related to any Applicable Tax. Aeolus will give prospective effect to any valid exemption certificate to the extent that it applies to any Services and shall cooperate at Customer’s sole expense in pursuing any claim for refund of Applicable Taxes paid by Customer.

3.5 Ownership Interest. Aeolus’ provision of Services shall not confer upon Aeolus any ownership interest in or personal claim upon any fees charged or received by Customer.

4.  Customer Obligations.

4.1 Equipment. Except as otherwise agreed in the Order, Customer is responsible for providing its own computers, internet access, and other equipment and software (“Equipment”) meeting the specifications required to access and use the Services.

4.2 Customer Authorization. Customer hereby authorizes Aeolus to take any and all actions necessary to provide the Services as set forth in the Order.

4.3 Customer Response and Cooperation. Customer shall respond promptly to any Aeolus request for information or approvals that Aeolus requires to perform the Services. Customer shall provide Aeolus with access to Customer’s personnel and resources reasonably required by Aeolus to perform the Services. Customer will reasonably, timely, and in good faith cooperate with Aeolus and Aeolus’s designees and agents to facilitate the implementation and performance of the Services and shall provide Aeolus with reasonable access to the necessary information, including but not limited to, Customer’s personnel, system or platform design, network architecture, IP addresses, hardware, software, and procurement information (“Customer Information”) to implement and provide the Services described in the Order. It is essential to Aeolus’s performance hereunder that Aeolus have reasonable access to Customer Information. Aeolus assumes no responsibility to obtain from Customer’s licensors necessary licenses or consents to monitor or access Equipment to perform the Services. Customer shall ensure the Customer Information is complete and accurate in all material respects. If Customer modifies its Customer Information in a manner that requires a change to the Services, then Customer will pay any reasonable time and materials that Aeolus incurs to troubleshoot, modify, or make repairs necessary to adapt to the Customer modifications. Unless specified otherwise in the Order, Customer is responsible for purchasing and maintaining all manufacturer warranties, updates, patches upgrades, and service plans reasonably required to ensure that the Equipment remains in working order through the Term and Aeolus shall not be responsible for any delay or failure by Customer to purchase or maintain such items.

4.4 Delay If Aeolus' performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Aeolus shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

5. Term and Termination.

5.1 Term. This Agreement will be effective on the Start Date of an Order, the date that Customer first accepts an Order, or the date of the signatures below, whichever occurs first, and shall remain in effect for so long as Customer has an active Order with Aeolus, unless earlier terminated as set forth herein (“Term”). Customer may terminate one or more Orders and leave other Orders active. This Agreement shall govern all active Orders.

5.2 Termination for Convenience. Unless otherwise set forth in an Order, any Order and/or this Agreement and all Orders may be terminated by either Party by providing at least sixty (60) days prior written notice to the other Party. 

5.3 Termination for Cause. Subject to the additional termination rights in this Section 5, either Party may terminate any Order and/or this Agreement and all Orders for cause if the other Party commits a material breach of this Agreement that remains uncured after the expiration of thirty (30) days’ written notice specifying the basis for the breach.

5.4 Immediate Termination. Either Party may terminate any Order and/or this Agreement and all Orders immediately upon written notice if the other Party (a) becomes insolvent or makes a general assignment for the benefit of creditors; (b) suffers or permits the appointment of a conservator or receiver for its business or assets or any similar action by a governmental entity for the purpose of assuming operation or control of the Party due to the financial condition of the Party; (c) becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, and such proceeding or action has not been dismissed within a sixty (60) day period; (d) has wound up or liquidated its business, voluntarily or otherwise; or (e) materially breaches this Agreement in a way that is incapable of cure.

5.5 Immediate Termination for Failure to Make Payments. Aeolus may terminate any Order and/or this Agreement and all Orders immediately if Customer fails to pay any amount due thereunder within seven (7) days after the payment due date. 

5.6 Suspension. Not in lieu of any other rights and remedies Aeolus may have under this Agreement, Aeolus may suspend all or part of the Services immediately if Customer fails to pay any amount due within seven (7) days after the payment due date or if Customer materially breaches this Agreement.

5.7 Effect of Termination or Non-Renewal. Upon termination of this Agreement, an Order, or any individual Services for any reason, Customer will no longer have any rights to access the related Services or any Customer data stored or otherwise associated with the related Services and Aeolus shall refund to Customer any fees paid by Customer as of the date of the termination for Services paid for but not delivered. If this Agreement and all Orders and Services terminate, then each Party shall (a) return to the other Party all property, equipment, and materials owned by the other Party that are in the first Party’s control and (b)  return to the other Party or destroy, at the other Party's discretion, all documents and tangible materials (and any copies, physical or electronic) containing, reflecting, incorporating or based on the other Party's Confidential Information and as requested, certify in writing that it has done so.

6. Covenants.

6.1 No Infringement and Intellectual Property. Customer will not, and will not permit others, including its employees, contractors, and agents, to reproduce, reverse-engineer, de-compile, disassemble, modify, adapt, market, resell, sublicense, or sublease any Services. No license, title, or right is granted or transferred to Customer in or to any trademarks, copyrights, patents, trade secrets or other intellectual property rights of Aeolus or its licensors (“Aeolus IP”), and Customer shall not have any right to use any Aeolus IP, or any Aeolus software or hardware. Unless otherwise specified in an Order, as between Customer and Aeolus, all intellectual property rights (including all copyrights, patents, inventions, trademark, service marks, trade secrets, know-how, trade dress, trade names, the goodwill associated therewith, and all derivative works)  in and to all documents, work product, methodologies, know-how, software, data and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Aeolus prior to this Agreement or in the course of performing the Services, shall be owned by Aeolus.

6.2 Security. Customer agrees to use reasonable security precautions in connection with the use of the Services (including encrypting any information that is subject to special legal or regulatory security requirements and that is transmitted to or from, or stored by Customer on, the services or storage devices used by Customer) and, require its customers and end users to use reasonable security precautions. Customer is otherwise responsible for the security of the Equipment. Customer shall be responsible for unauthorized use of the Services by any person, unless such unauthorized use results from Aeolus’s failure to perform its obligations hereunder.

7. Confidential Information.

7.1 Confidential Information. “Confidential Information” means any information disclosed or otherwise made available previously or in the future by either Party (in such capacity, a “Disclosing Party”) to the other Party (in such capacity, a “Receiving Party”), either directly or indirectly, on or after the date hereof, in writing or orally, which is a trade secret; business, technical, or financial information relating to the Disclosing Party’s business; or designated as “confidential”, “proprietary”, “competition-sensitive” or some similar designation or which, under the circumstances surrounding disclosure, including oral disclosure or disclosure by demonstration, would be understood to be confidential, proprietary or competition-sensitive by a reasonable person. Confidential Information of Aeolus includes information regarding features, functionality, and performance of the Services. Confidential Information of Customer includes all personally identifiable information of Customer, its employees, and its own customers. 

However, Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information.

7.2 Non-Use and Limited Disclosure. During the term of this Agreement and for a period of two (2) years thereafter, the Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy.

7.3 Injunctive Relief. The Disclosing Party shall be entitled to injunctive relief for any violation of this Section 7.

8. Warranties and Representations.

8.1 Mutual Warranties. Each Party represents and warrants to the other Party that: (a) it has the legal power to enter into and perform its obligations under this Agreement and has obtained and will maintain any and all consents, approvals, licenses, or other authorizations necessary for the performance of its obligations under this Agreement; (b) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with the terms herein; (c) it will not make any representations or warranties on the other Party’s behalf without the other Party’s prior written consent; and (d) it will comply with all laws applicable to the Services.

8.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN AN ORDER, THE PARTIES DO NOT MAKE OR GIVE ANY OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES WHATSOEVER REGARDING THIS AGREEMENT, THE SERVICES, THE THIRD PARTY SERVICES, THE SUBJECT MATTER OF THIS AGREEMENT OR ANY RELATED MATTER, AND EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES OF EVERY NATURE AND KIND WHATSOEVER, EXPRESS OR IMPLIED BY LAW, INCLUDING ANY STATUTE OR REGULATION, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OR MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. AEOLUS DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

9. Indemnification.

Customer agrees to defend, indemnify and hold harmless Aeolus, and its members, shareholders, partners, managers, officers, directors, employees, agents, affiliates, successors, and permitted assigns (“Indemnified Party”), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and costs, (collectively, “Losses”), arising out of or resulting from any claim of a third party arising out of or occurring in connection with: (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from Customer’s willful, fraudulent or grossly negligent acts or omissions; or (b) Customer’s material breach of this Agreement, including but not limited to material breach of any representation or warranty made by Customer in this Agreement.

10. Limitation of Liability.

EXCEPT FOR A PARTY’S BREACH OF SECTION 6.1 (NO INFRINGEMENT) OR SECTION 7 (CONFIDENTIAL INFORMATION), IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY LOSS OF USE, LOSS OF REVENUE OR PROFIT, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

WITHOUT LIMITING THE FOREGOING, AEOLUS’S LIABILITY TO CUSTOMER RELATED TO OR IN CONNECTION WITH THE AGREEMENT, THE ORDERS, AND THE SERVICES WILL BE LIMITED TO AN AMOUNT EQUAL TO THE LESSER OF (1) TWO THOUSAND DOLLARS ($2,000) OR (2) THE AGGREGATE AMOUNT PAID BY CUSTOMER TO AEOLUS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CAUSE OF ACTION.

11. Force Majeure.

In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo or blackout.

12. Miscellaneous.

12.1 Notices. Any notice or other communication required or permitted to be delivered to any Party under this Agreement shall be in writing and shall be deemed properly delivered, given and received (a) when delivered in person; (b) when transmitted via electronic mail with confirmation of delivery; (c) on the third (3rd) business day following the mailing thereof by certified or registered mail, return receipt requested; (d) when delivered by an express courier (with written confirmation) to the Parties at Customer’s address in the Order Form and to Aeolus at 8480 Honeycutt Road, Suite 200, Raleigh, NC 27615; legal@goaeolus.com (or so such other address as the Party may have specified in a written notice given to the other Party).

12.2 Independent Contractors. Nothing contained in this Agreement shall be construed as creating an agency, joint venture, partnership, association, or employment relationship between the Parties, nor shall either Party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other. The details of the method and manner for performance of the Services by Aeolus shall be under its own control, Customer being interested only in the results thereof. Aeolus shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services.  Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services.  

12.3 Assignment. Customer may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Aeolus; provided, however, that Customer may assign its rights or delegate its obligations in whole without such consent, to a subsidiary, affiliate, or entity that acquires all or substantially all of the business or assets of the Customer, whether by merger, reorganization, acquisition, sale, or otherwise. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns. Any attempted assignment in breach of this Section 12.3 shall be void. 

12.4 Waiver. No delay or failure of either Party to enforce any provision of this Agreement will operate as a waiver of the right to enforce that or any other provision of this Agreement, nor will any single or partial exercise of any such rights preclude any other or further exercise thereof. To be effective, any waiver must be in writing, signed by the Party providing the waiver.

12.5 Governing Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of North Carolina without regard to its conflicts of law principles. The Parties agree that the state and federal courts located in Raleigh, North Carolina shall have sole and exclusive jurisdiction and venue over any matter arising out of this Agreement and each Party hereby submits to the venue and jurisdiction of such courts. Each Party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in such court, including any claim that such proceeding has been brought in an inappropriate or inconvenient forum. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees.

12.6 Severability. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect and shall be construed so as to best effectuate the intention of the Parties in executing it.

12.7 Survival. Notwithstanding any other provision of this Agreement, the provisions which by their nature are intended to survive the termination of this Agreement shall survive termination of this Agreement and any permitted assignment of this Agreement. Without restricting the generality of the foregoing, but for further clarity, the following Sections shall survive the termination or the expiration hereof (as the case may be): 7 (Confidential Information), 9 (Indemnification), 12 (Limitation of Liability) and 9 (Miscellaneous).

12.8 Interpretation. The headings of sections and subsections in this Agreement are used for convenience purposes only and shall have no legal force or effect. Whenever used in this Agreement: (i) the terms in plural include the singular, and vice versa, and (ii) the terms “includes”, “including” and “such as”, mean respectively “including without limitation”, “includes without limitation” and “such as without limitation”. Neither Party hereto shall be considered the drafter of this Agreement or any provision hereof for the purpose of any statute, case law, rule of interpretation or construction that would or might cause any provision or ambiguity to be construed against the drafter hereof.

12.9 Privacy Policy. The Agreement and each Order is also subject to the then-current terms of Aeolus’ privacy policy (“Privacy Policy”). Currently, the Privacy Policy can be found at https://www.goaeolus.com/privacy.

12.10 Counterparts; Signatures. Electronic signatures of this Agreement shall have the same legal effect as original signatures. If applicable, this Agreement may be executed in counterparts. 

12.11 Entire Agreement. This Agreement and each Order constitute the entire agreement between the Parties with regard to the subject matter hereof and supersede any other prior and contemporaneous communications and agreements. In the event of any conflict or inconsistency between this Agreement and an Order, such conflict or inconsistency shall be resolved by observing the following order of precedence: (a) the Privacy Policy, (b) the Order, and (c) this Agreement. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.12 Modifications. Aeolus may revise and update this Agreement from time to time in its sole discretion. All changes are effective immediately when posted and govern each Order and the Services thereafter. Customer’s continued uses of the Services following the posting of the revised Agreement means that Customer accepts and agrees to the changes. Customer is expected to check this Agreement from time to time so that Customer is aware of any changes, as they are binding on Customer.