Last updated: August 15, 2025
Please read these terms and conditions carefully before using Our Service.
These Terms & Conditions govern all services that Focus performs or provides to Client (collectively, the “Services”). The Services will be described in one or more proposals or statements of work that Focus provides to Client (each, a “SOW”). This Terms & Conditions are included by reference in each SOW and together form the Agreement. Once Client and Focus mutually agree to a SOW (either by signing it or by electronic acceptance), these Terms & Conditions are considered mutually agreed to and in effect. If there is a material difference between the language in a SOW and the language in these Terms & Conditions, then the language of the SOW will control, except in situations involving warranties, limitations of liability, or termination of the Agreement. Under those limited circumstances, the terms in this Terms & Conditions will control unless the SOW expressly states that it is overriding the conflicting provisions in this Terms & Conditions.
For the purposes of the Agreement, “System” means, collectively, any computer network, computer system, peripheral, or electronic device (such as a camera, telephone, or alarm system) installed, maintained, monitored, or operated by us pursuant to a SOW. To avoid a delay or negative impact on our provision of the Services, during the term of each SOW you agree to refrain from modifying or moving the System, or installing software on the System, unless we expressly authorize such activity.
a. Requirements. At all times, all software on the System must be genuine and licensed, and you agree to provide us with proof of such licensing upon our If we require you to implement certain minimum hardware or software requirements in a SOW (“Minimum Requirements”), you agree to do so as an ongoing requirement of us providing our Services to you.
b. Maintenance; If patches and other software-related maintenance updates (“Updates”) are provided under a SOW, we will install the Updates only if we have determined, in our reasonable discretion, that the Updates will be compatible with the configuration of the System and materially beneficial to the features or functionality of the affected software or hardware. We will not be responsible for any downtime or losses arising from or related to the installation or use of any Update, provided that the Update was installed in accordance with the manufacturer’s or applicable vendor’s instructions.
c. Third Party Support. If in our discretion a hardware or software issue requires vendor or OEM support, we may contact the vendor or OEM (as applicable) on your behalf and pass through to you, without markup, all fees and costs incurred in that If such fees or costs are anticipated in advance or exceed $100, we will obtain your permission before incurring such expenses on your behalf unless exigent circumstances require otherwise.
d. Advice; From time to time, we may provide you with specific advice and directions related to our provision of the Services or the maintenance or administration of the System. (For example, our advice or directions may include increasing the System’s server or hard drive capacity or replacing obsolete equipment.) You are advised to promptly follow and implement any directions we provide to you which, depending on the situation, may require you to make additional purchases or investments in the System or the environment in which the System is maintained, at your sole cost. We will not be responsible for any problems or issues (such as System downtime or security-related issues) caused by your failure to promptly follow our advice or directions. If your failure to follow or implement our advice renders part or all of the Services economically or technically unreasonable to provide in our discretion, then we may terminate the applicable SOW for cause by providing notice of termination to you. Unless specifically and expressly stated in a SOW, any services required to fix issues caused by your failure to follow our advice or directions, or your unauthorized modification of the System, as well as any services required to bring the System up to or maintain the Minimum Requirements, are not covered under any SOW and will be out-of-scope.
e. Prioritization. Unless otherwise stated in a SOW, all Services will be performed on a schedule, and in a prioritized manner, as determined by us.
f. Authorized Contact(s). We will be entitled to rely on any directions or consent provided by your personnel or representatives who are authorized in a SOW to provide such directions or consent (“Authorized Contacts”). If no Authorized Contact is identified in an applicable SOW, then your Authorized Contact will be the person(s) (i) who signed this Agreement, and/or (ii) who signed the applicable SOW. If you desire to change your Authorized Contact(s), please notify Focus of such changes in writing which, unless exigent circumstances are stated in the notice, will take effect three (3) business days thereafter.
g. Insurance. If you are supplied with Focus Equipment (defined below), you agree to acquire and maintain, at your sole cost, insurance for the full replacement value of that We must be listed as an additional insured on any policy acquired and maintained by you under this Agreement, and the policy will not be canceled or modified during the term of the applicable SOW without prior notification to Focus. Upon our request, you agree to provide proof of insurance to us, including proof of payment of any applicable premiums or other amounts due under the insurance policy.
3. FEES; PAYMEN
You agree to pay the fees described in each SOW. If the SOW does not include a fee schedule, then you agree to pay us on an hourly basis pursuant to our then-current standard hourly rate schedule.
a. Schedule. Unless otherwise stated in a SOW, any credit card designated by you to be used for the payment of fees will be debited for the full amount of the fees fifteen (15) days before the month in which the Services are to be provided to you. If applicable, payments made by ACH will be deducted from your designated bank account on the first business day of the month in which the Services are to be provided.
b. Nonpayment. Fees that remain unpaid for more than thirty (30) days after the date on the invoice will be subject to a finance charge on the unpaid amount(s) until and including the date payment is received, at the lower of either 5% per month or the maximum allowable rate permitted by applicable law. We reserve the right, but not the obligation, to suspend part or all of the Services without prior notice to you in the event that any portion of undisputed fees are not timely received by us. Notice of disputes related to fees must be received by us within sixty (60) days after the applicable Service is rendered or the date on which you pay an invoice, whichever is later; otherwise, you waive your right to dispute the fee thereafter. A re-connect fee may be charged to you if we suspend the Services due to your nonpayment. Time is of the essence in the performance of all payment obligations by you.
c. Required Fees. There are certain items that you are required to have for us to properly support your Things like, but not limited to, certain types of licensing, hardware support, SSL Certificates, Domain Renewals, etc. You authorize us to purchase these on your behalf anytime they are needed. This will be billed monthly and added, in a clearly marked section, to your monthly agreement invoice. Many of these items will be purchased by us on an annual basis, and you will be responsible to pay us for any remaining months should a termination of this agreement occur.
d. Rates and Increases. All fees and charges payable to Focus hereunder pursuant to a SOW or otherwise are subject to a per annum increase effective January 1 of each year during the term of this Agreement. Focus further reserves the right to increase its fees and charges to correspond with increased costs and expenses Focus incurs in its provision of goods and services to Client, and any such increases shall be effective upon thirty (30) days advance written notice to Client. Finally, increases in third party fees and expenses passed through to Client shall be effective upon each such increase and otherwise payable in accordance with these Terms and Conditions.
You hereby grant to us the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the System, on a 24x7x365 basis, for the purpose of enabling us to provide the Services. It is your responsibility to secure, at your own cost and prior to the commencement of any Services, any necessary rights of entry, licenses (including software licenses), permits or other permissions necessary for us to provide Services to the System and, if applicable, at your designated premises, both physically and virtually. Proper and safe environmental conditions must be provided and assured by you at all times. We shall not be required to engage in any activity or provide any Services under conditions that pose or may pose a safety or health concern to any personnel, or that would require extraordinary or non-industry standard efforts to achieve.
a. Hardware / Software Purchased Through Us. Unless otherwise stated in a SOW, all hardware, software, peripherals or accessories purchased through us (“Third Party Products”) are nonrefundable once the applicable purchase order is placed in our queue for delivery. We will use reasonable efforts to assign, transfer and facilitate all warranties (if any) and service level commitments (if any) for the Third Party Products to you, but will have no liability whatsoever for the quality, functionality or operability of any Third Party Products, and we will not be held liable as an insurer or guarantor of the performance, uptime or usefulness of any Third Party Unless otherwise expressly stated in a SOW, all Third Party Products are provided “as is” and without any warranty whatsoever as between us and you (including but not limited to implied warranties).
b. Warranty Application. Notwithstanding any provision to the contrary in this Agreement, any warranty offered and provided directly by us for any product shall be deemed null and void if the applicable product is (i) altered, modified or repaired by persons other than Focus, including, without limitation, the installation of any attachments, features, or devices not supplied or approved by us; (ii) misused, abused, or not operated in accordance with the specifications of Focus or the applicable manufacturer or creator of the hardware or product, or, (iii) subjected to improper site preparation or maintenance by persons other than Focus or persons approved or designated by
c. Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of this You acknowledge and agree that we would not enter into this Agreement unless it could rely on the limitations described in this paragraph. In no event you or we be liable for any indirect, special, exemplary, consequential, or punitive damages (such as lost revenue, loss of profits (except for fees due to us), or other contingent event-based losses) arising out of or in connection with this Agreement. This limitation will apply even if one party advises the other party that such damages could exist. That said, reasonable attorneys’ fees awarded to a prevailing party (as described below) will not be limited by the foregoing limitation. Except for your payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) total liability to the other party (an “Aggrieved Party”) for damages from any and all claims or causes whatsoever that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you to Focus for the specific Service upon which the applicable claim(s) is/are based during the six (6) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations will not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.
If a party breaches this Agreement (a “Defaulting Party”) and, as a result of that breach, the other party incurs costs, fees, and/or expenses, then the Defaulting Party hereby agrees to reimburse and hold the non-Defaulting Party (or the “Indemnified Party”) harmless for all such costs, fees, and expenses, including reasonable attorneys’ fees. When defending itself, the non-Defaulting Party will have the right to select counsel of its choosing. The Defaulting Party can have its own counsel participate in the matter; however, the Indemnified Party’s counsel shall be the ultimate determiner of the strategy and defense of the claim(s) for which indemnity is provided. No claim for which indemnity is sought by an Indemnified Party can be settled without the Defaulting Party’s prior written consent, which shall not be unreasonably delayed or withheld.
The Agreement begins on the Effective Date noted in the SOW and continues until terminated as described in this Terms & Conditions. Each SOW will have its own term, or have a default initial term of 12 months and will be terminated only as provided herein, unless otherwise expressly stated in the applicable SOW. At the end of the initial term of each SOW, the term of the SOW shall automatically renew for successive terms, the length of which defined in the SOW or, if not, for a default term of 12 months, unless either party provides to the other party written notice of non-renewal upon or prior to the “non-renewal deadline” (as hereinafter defined). For purposes of the foregoing, the “non-renewal deadline” shall be a date which is a number of calendar days prior to the end of the initial or then-current renewal term of the SOW determined by reference to the following formula: 40 days multiplied by the number of years comprising the initial term of the SOW. By way of example, if the initial term of the SOW is 12 months, the non-renewal deadline shall be that date which is 40 days prior to the end of the initial or then-current renewal term. If the initial term of the SOW is 3 years, the non-renewal deadline shall be that date which is 120 days prior to the end of the initial or then-current renewal term. Partial years comprising the initial term of the SOW shall be pro-rated such that, for example, if the initial term is 36 months, the non-renewal deadline shall be that date which is 60 days prior to the end of the initial or then-current renewal term.
a. TerminationWithout Cause. Unless otherwise agreed by the parties in writing or otherwise permitted under this Agreement, neither you nor we will terminate this Agreement without cause if, on the date of termination, a SOW is in progress. Similarly, neither you nor we will terminate a SOW without cause prior to the SOW’s natural expiration date. If you terminate this Agreement or a SOW without t cause, then you agree to pay us, as liquidated damages and not a penalty, the termination fee described in Section 7(b), below.
b. Termination For Cause. If one party (a “Defaulting Party”) commits a material breach under a SOW or under this Agreement, then the non-Defaulting Party will have the right, but not the obligation, to terminate immediately this Agreement or the relevant SOW (a “For Cause” termination) provided that (i) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within twenty (20) days (ten (10) days for non- payment by Client) following receipt of written notice of breach from the non-Defaulting Party. If Focus terminates this Agreement or any SOW For Cause, or if you terminate any SOW without cause prior to such SOW’s expiration date, then we will be entitled to receive, and you hereby agree to pay to us, all amounts that would have been paid to Focus had this Agreement or SOW (as applicable) remained in effect and If you terminate this Agreement or a SOW For Cause (as defined below), then you will be responsible for paying only for those Services that were properly delivered and accepted by you up to the effective date of termination.
c. Client Activity As A Basis for Termination. In the event that (i) any Client-supplied equipment, hardware or software, or any action undertaken by you, causes the System or any part of the System to malfunction consequently requiring remediation by us on three (3) occasions or more (“System Malfunction”), and if under those circumstances, you fail to remedy, repair or replace the System Malfunction as directed by us (or you fail to cease the activity causing the System Malfunction, as applicable), or (ii) you or any of your staff, personnel, contractors, or representatives engage in any unacceptable act or behavior that renders it impracticable, imprudent, or unreasonable to provide the Services to you, then we will have the right, upon ten (10) days prior written notice to you, to terminate this Agreement or the applicable SOW For Cause or, at our discretion and if applicable, amend the applicable SOW to eliminate from coverage any System Malfunction or any equipment or software causing the System
d. Consent. You and we may mutually consent, in writing, to terminate a SOW or this Agreement at any time.
e. Equipment / Software Removal. Any Focus-owned equipment, software, or related items that we provide to you (“Focus Equipment”) is loaned, and not sold, to you. You must take all required steps to help ensure that the Focus Equipment does not become a fixture at your Moreover, all such equipment must promptly be returned to us at the end of this Agreement or the applicable SOW. To help us recover our equipment, you agree to provide us with access, during normal business hours, to your premises or any other locations at which the Focus Equipment is located to enable us to recover the equipment. If you fail or refuse to grant us reasonable access, or if any of the Focus Equipment is missing, broken or damaged (normal wear and tear excepted) or any of Focus- supplied software is missing, we will have the right to invoice you for, and you hereby agree to pay immediately, the full replacement value of any and all missing or damaged items.
f. Transition; Deletion of Data. In the event that you request our assistance to transition away from our services, we will provide such assistance to you if (i) all fees due and owing to us are paid to us in full prior to us providing our assistance to you, and (ii) you agree to pay our then-current hourly rate for such assistance, with up-front amounts to be paid to us as we may require. For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords, log files, administrative server information, or conversion of data are transition services, and are subject to the preceding requirements. Unless otherwise expressly stated in a SOW, we will have no obligation to store or maintain any Client data (including but not limited to Client’s password, access codes and related information) in our possession or control beyond fifteen (15) calendar days following the termination of this Agreement. We will be held harmless for, and indemnified by you against, any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, our deletion of your data beyond the time frames described in this Section 7(f).
a. Response. We warrant and represent that we will provide the Services, and respond to any notification received by us of any error, outage, alarm or alert pertaining to the System, in the manner and within the time period(s) designated in an applicable SOW (“Response Time”), except for (i) those periods of time covered under the Onboarding Exception (defined below), or (ii) periods of delay caused by Client-Side Downtime (defined below), Vendor-Side Downtime (defined below) or (iii) periods in which we are required to suspend the Services to protect the security or integrity of your System or our equipment or network, or (iv) delays caused by a force majeure event.
b. Onboarding Exception. You acknowledge and agree that for the first thirty (30) days following the commencement date of a SOW, the Response Time commitments described in this Agreement will not apply to us, it being understood that there may be unanticipated downtime or delays due to our initial startup activities with you (the “Onboarding Exception”).
a. Defined. For the purposes of the Agreement, Confidential Information means any and all non-public information provided to us by you, including but not limited to your customer data, customer lists, internal documents, and related information. Confidential Information will not include information that:
(i) has become part of the public domain through no act or omission by us
(ii) was developed independently by us, or
(iii) is or was lawfully and independently provided to us prior to disclosure by you, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.
b. Use. We will keep your Confidential Information confidential, and will not use or disclose such information to any third party for any purpose except (i) as expressly authorized by you in writing, or (ii) as needed to fulfill our obligations under this Agreement. If we are required to disclose the Confidential Information to any third party as described in part (ii) of the preceding sentence, then we will ensure that such third party is required, by written agreement, to keep the information confidential under terms that are at least as restrictive as those stated in this Section 9.
c. Due Care. We will exercise the same degree of care with respect to the Confidential Information we receive from you as we normally take to safeguard and preserve our own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care.
d. Compelled Disclosure. If we are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, we will immediately notify you in writing of such requirement so that you may seek a protective order or other appropriate remedy and/or waive our compliance with the provisions of this Section We will use its best efforts, at your expense, to obtain or assist you in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, we may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that we have been advised, by written opinion from our counsel, that we are legally compelled to disclose.
a. EULAs. Portions of the Services may require you to accept the terms of one or more third party end user license agreements (“EULAs”). If the acceptance of a EULA is required in order to provide the Services to you, then you hereby grant us permission to accept the EULA on your behalf. EULAs may contain service levels, warranties and/or liability limitations that are different than those contained in this You agree to be bound by the terms of such EULAs, and will look only to the applicable third party provider for the enforcement of the terms of such EULAs. If, while providing the Services, we are required to comply with a third-party EULA and the third party EULA is modified or amended, we reserve the right to modify or amend any applicable SOW with you to ensure our continued compliance with the terms of the third party EULA.
b. Third Party Services. Portions of the Services may be acquired from, or rely upon the services of, third party manufacturers or providers, such as data hosting services, domain registration services, and data backup/recovery services (“Third Party Service”). Not all Third Party Services may be expressly identified as such in a SOW, and at all times we reserve the right to utilize the services of any third party provider or to change third party providers in its sole discretion as long as the change does not materially diminish the Services to be provided to you under a SOW. We will not be responsible, and will be held harmless by you, for the failure of any third-party provider or manufacturer to provide Third Party Services to Focus or to you.
c. Data Loss. Under no circumstances will we be responsible for any data lost, corrupted or rendered unreadable due to (i) communication and/or transmissions errors or related failures, (ii) equipment failures (including but not limited to silent hardware corruption-related issues), or (iii) our failure to backup or secure data from portions of the System that were not expressly designated in the applicable SOW as requiring backup or recovery Unless expressly stated in a SOW, we do not warrant or guarantee that any maintained storage device or functionality, data backup device or functionality, or load balancing functionality will operate in an error-free manner.
d. BYOD. You hereby represent and warrant that we are authorized to access all devices, peripherals and/or computer processing units, including mobile devices (such as notebook computers, smart phones and tablet computers) that are connected to the System, regardless of whether such device(s) are owned, leased or otherwise controlled by you. Focus will not be obligated to provide the Services to any mobile device or temporarily-connected device unless that obligation is specifically stated in an applicable SOW. Further, unless otherwise stated in a SOW, devices will not receive or benefit from the Services while the devices are detached from, or unconnected to, the
Each party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks, copyrights and other intellectual property owned or licensed by such party (“Intellectual Property”), and nothing in this Agreement or any SOW shall be deemed to convey or grant any ownership rights or goodwill in one party’s Intellectual Property to the other party.
Any dispute, claim or controversy arising from or related to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration before one arbitrator to be mutually agreed upon by the parties. The arbitration shall be administered and conducted by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”). In the event of any inconsistency between the Rules and the procedures set forth below, the procedures set forth below will control. The arbitrator will be experienced in contract, intellectual property and information technology transactions. If the parties cannot agree on an arbitrator within fifteen (15) days after a demand for arbitration is filed, JAMS shall select the arbitrator. The arbitration shall take place in the venue described in Section 13, below. The arbitrator shall determine the scope of discovery in the matter, however, it is the intent of the parties that any discovery proceedings be limited to the specific issues in the applicable matter, and that discovery be tailored to fulfill that intent. The cost of the arbitration shall be split evenly between the parties; however, the party prevailing in the arbitration shall be entitled to an award of its reasonable attorneys’ fees and costs.
a. Assignment. Neither this Agreement nor any SOW may be assigned or transferred by a party without the prior written consent of the other party. This Agreement will be binding upon and inure to the benefit of the parties hereto, their legal representatives, and permitted successors and assigns. Notwithstanding the foregoing, we may assign our rights and obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of our business, or any other transaction in which ownership of more than fifty percent (50%) of our voting securities are transferred; provided, however, that such assignee expressly assumes our obligations hereunder.
b. Amendment. Unless otherwise expressly permitted under this Agreement, no amendment or modification of this Agreement or any SOW will be valid or binding upon the parties unless such amendment or modification is originated in writing by Focus, specifically refers to this Agreement, and is accepted in writing by one of your Authorized
c. Time Limitations. The parties mutually agree that, unless otherwise prohibited by law, any action for any matter arising out of this Agreement or any SOW (except for issues of nonpayment by Client) must be commenced within six (6) months after the cause of action accrues or the action is forever barred.
d. Severability. If any provision in this Agreement or in any SOW is declared invalid by a court, then that provision will be ineffective only to the extent of its invalidity, illegibility or unenforceability, and the remainder of that provision (and all remaining provisions of this Agreement or any SOW) will be valid and fully enforceable.
e. Other Terms. We will not be bound by any terms or conditions printed on any purchase order, invoice, memorandum, or other written communication supplied by you unless such terms or conditions are incorporated into a duly executed SOW, or unless we have expressly acknowledged the other terms and, thereafter, expressly and specifically accepted such other terms in writing.
f. No Waiver. If a party fails to strictly enforce this Agreement, that failure will not constitute a waiver of that party’s ability to enforce the terms of this Agreement on future occasions.
g. Merger. This Agreement, together with any and all SOWs, sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings related to the Services, and no representation, promise, inducement or statement of intention has been made by either party which is not embodied herein. Any document that is not expressly and specifically incorporated into this Agreement or SOW will act only to provide illustrations or descriptions of Services to be provided and will not modify this Agreement or provide binding contractual language between the parties. We will not be bound by any of our agents’ or employees’ representations, promises or inducements if they are not explicitly set forth in this Agreement.
h. Force Majeure. Neither party will be liable to the other party for delays or failures to perform its obligations under this Agreement or any SOW because of circumstances beyond such party’s reasonable control. Such circumstances include, but will not be limited to, any intentional or negligent act committed by the other party, or any acts or omissions of any governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or virus-related incidents that circumvent then- current anti-virus or anti-malware software, and acts of God.
i. Non-Solicitation. You acknowledge and agree that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, you will not, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of our employees or subcontractors to discontinue or reduce the scope of their business relationship with us, or recruit, solicit or otherwise influence any of our employees or agents to discontinue such employment or agency relationship with us. If you violate these restrictions, then you acknowledge and agree that the damages to Focus would be difficult or impracticable to determine, and you agree that in such event, as Focus’s sole and exclusive remedy therefore, you will pay Focus as liquidated damages and not as a penalty the greater of fifty percent (50%) percent of that employee or subcontractor’s first year of base salary with you (including any signing bonus), or (ii) fifty percent (50%) of that employees or subcontractors previous(and most recent) yearly salary with us. In addition, any solicitation or attempted solicitation for employment directed to any of our employees by you will be deemed to be a material breach of this Agreement, in which event we shall have the right, but not the obligation, to terminate this Agreement or any then-current SOW immediately For Cause.
j. Survival. The provisions contained in this Agreement that by their context are intended to survive termination or expiration of this Agreement will survive. If any provision in this Agreement is deemed unenforceable by operation of law, then that provision shall be excised from this Agreement and the balance of this Agreement shall be enforced in full.
k. Insurance. Focus and you will each maintain, at each party’s own expense, all insurance reasonably required in connection with this Agreement or any SOW, including but not limited to, workers compensation and general liability. We agree to maintain a general liability policy with a limit not less than $1,000,000 per occurrence. All of the insurance policies described herein will not be canceled, materially changed or renewal refused until at least thirty (30) calendar days’ written notice has been given to the other party by certified mail.
l. Governing Law; Venue. This Agreement and any SOW will be governed by, and construed according to, the laws of the state of Wisconsin. You hereby irrevocably consent to the exclusive jurisdiction and venue of the State courts of Wisconsin, for any and all claims and causes of action arising from or related to this Agreement.
m. No Third Party Beneficiaries. The Parties have entered into this Agreement solely for their own benefit. They intend no third party to be able to rely upon or enforce this Agreement or any part of this Agreement.
n. Notices; Writing Requirement. Where notice is required to be provided to a party under this Agreement, such notice may be sent by U.S. mail, overnight courier, fax or email as follows: notice will be deemed delivered three (3) business days after being deposited in the United States Mail, first class mail, certified or return receipt requested, postage prepaid, or one (1) day following delivery when sent by FedEx or other overnight courier, or one (1) day after notice is delivered by fax or email. Notice sent by email will be sufficient only if (i) the sender emails the notice to the last known email address of the recipient, and (ii) the sender includes itself in the “cc” portion of the email and preserves the email until such time that it is acknowledged by the recipient. Notwithstanding the foregoing, any notice from you to Focus regarding (a) any alleged breach of this Agreement by Focus, or (b) any request for indemnification, or (c) any notice of termination of this Agreement or any SOW, must be delivered to Focus either by U.S. mail or fax, unless such requirement is expressly and specifically waived by Focus. All electronic documents and communications between the parties will satisfy any “writing” requirement under this Agreement.
o. Independent Contractor. Focus is an independent contractor, and is not your employer, employee, partner, or
p. Subcontractors. Generally, Focus does not utilize subcontractors; however, should Focus elect to subcontract a portion of the Services, Focus shall guarantee all work performed by any Focus-designated subcontractor as if Focus performed the subcontracted work itself.
q. Data Access/Storage. Depending on the Service provided, a portion of your data may occasionally be accessed or stored on secure servers located outside of the United States. You agree to notify us if your company requires us to modify our standard access or storage procedures.
r. Counterparts. The parties intend to sign and deliver this Agreement and any SOW in any number of counterparts, and each of which will be deemed an original and all of which, when taken together, will be deemed to be one agreement. Each party may sign and deliver this Agreement (or any SOW) electronically (e.g., by digital signature and/or electronic reproduction of a handwritten signature), and the receiving party will be entitled to rely upon the apparent integrity and authenticity of the other party’s signature for all purposes.
If you have any questions about these Terms and Conditions, You can contact us:
