Main Services Agreement
Last Updated: May 1, 2023
THIS MAIN SERVICES AGREEMENT GOVERNS CUSTOMER’S USE OF SERVICE PROVIDER’S PRODUCTS AND SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING A SCHEDULE OF WORK THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO TEHSE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHOERITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
This agreement was last updated on May 1, 2023. It is effective between Customer and Service Provider as of the date of Customer’s accepting of this Agreement (the “Effective Date”).
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Main Services Agreement
“Change Order” means a written document that modifies the scope, schedule, or cost of a project or the services provided by Service Provider herein.
“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.
“Deliverables” means specific products or services provided by Service Provider to Customer
“Parties”, and each a “Party” means the contracting Customer and Service Provider to this Agreement.
“Services” means the products and services that are ordered by the Customer under a SOW or ordering document and made available by Service Provider.
“SOW” means a statement of work or an ordering document specifying the Services to be provided hereunder that is entered into between Customer and Service Provider or any of their Affiliates, including any addenda and supplements thereto. In the context of a contract where more than one SOW has been executed by the parties, the term "SOW" should be defined as including all SOWs executed by the parties to have effect, whether they were executed at the same time or at different times. By entering into a SOW hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Service Provider” means the Frozen Logistics company and or its affiliates
“Terms” means the terms and conditions for services provided under this agreement and any SOW entered into by Parties
(a) These Terms are the only terms that govern the provision of services by Service Provider to Customer. In the event that Parties have executed one or more SOWs, the order of precedence shall be: (1) the applicable SOW, (2) this Agreement.
(b) These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
Service Provider shall provide the Services to Customer as specified in the SOW or in any subsequent SOWs signed by Service Provider and Customer and in substantially similar form as the first. The Services include any Deliverables. SOWs also include any approved purchase orders issued by Customer that are accepted by Service Provider (i.e., Service Provider commences performance). Service Provider will not perform any Services unless Service Provider receives an approved purchase order from Customer prior to the delivery of any of Customers product to Service Providers facility. In the event that Customer requests Service Provider to performs services for Customers prior to the execution of an approved SOW for the sake of expediency, the terms of this MSA shall apply as if Customer executed a SOW. In the event of any conflict between these Terms and any SOW, as the case may be, these Terms shall govern.
4. Performance Dates.
Service Provider shall use reasonable efforts to meet any performance dates specified in a SOW.
5. Customer’s Obligations.
(a) cooperate with Service Provider in all matters relating to the Services;
(b) respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
(c) provide such Customer materials or information as Service Provider may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and
(d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
6. Customer’s Acts or Omissions.
If Service Provider’s 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, Service Provider 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.
7. Change Orders.
(a) If either Party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other Party in writing. Service Provider shall, within a reasonable time after such request, provide a written estimate to Customer of:
(i) the likely time required to implement the change;
(ii) any necessary variations to the fees and other charges for the Services arising from the change;
(iii) the likely effect of the change on the Services; and
(iv) any other impact the change might have on the performance of this Agreement.
(b) Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such a Change Order. Neither Party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 28.
(c) Notwithstanding Section 7(a) and Section 7(b), Service Provider may, from time to time change the Services, provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in a Statement of Work.
(d) Service Provider or Customer may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis in accordance with a Change Order.
8. Fees and Expenses; Payment Terms; Interest on Late Payments.
(a) In consideration of the provision of the Services by Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in a SOW.
(b) Customer shall pay all undisputed invoiced amounts due to Service Provider within the net terms (the “Payment Due Date”) agreed upon in the SOW from the date of Service Provider’s invoice (the “Invoice Date”). Customer shall make all payments hereunder in US dollars by credit card or ACH. Customer hereby authorizes Service Provider to automatically charge its preferred form of payment in connection with each invoice.
(c) In the event undisputed payments are not received by Service Provider within thirty (30) days after the Invoice Date, Service Provider may:
(i) charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and
(ii) suspend performance for all Services until payment has been made in full.
Any payment disputes must be reasonable and not done merely for avoiding payment or limiting the Service Provider’s rights pursuant to this Agreement. All payment disputes must be made in writing by Customer to Service Provider prior to the Payment Due Date. If Customer does not submit any payment disputes to Service Provider prior to the Payment Due Date, Service Provider’s invoice shall be deemed accurate and correct.
Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
10. Intellectual Property.
Any management information system, hardware, software and documentation supplied by Service Provider in connection with the Services, and any data provided by Service Provider or derived from data provided by Service Provider (collectively, “Service Provider Information Components”), whether owned by Service Provider, any of its affiliates, or a third party from which Service Provider has purchased or licensed such Service Provider Information Components, are and will remain the sole and exclusive property of Service Provider or such third party, as applicable, and all rights, title and interest therein, and all copies thereof, including without limitation any and all copyrights, patents, trade secrets, trademarks and other intellectual property and proprietary rights in or to any of the foregoing, are retained by Service Provider or such third party, as applicable, and Customer will treat all non-public Service Provider Information Components, and non-public information about their capabilities, as confidential and not copy, use, relocate, modify, distribute, or disclose any Service Provider Information Components to third parties without Service Provider’s prior written consent, except as required by law. Customer will not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in any Service Provider Information Components. All software provided to Customer will be subject to the license agreement that is provided along with such software. Any right not expressly granted to Customer by Service Provider is expressly reserved by Service Provider. Customer acknowledges that Service Provider makes no representations or warranties, express or implied, with respect to any Service Provider Information Components. Customer agrees to keep the Service Provider Information Components free from liens and encumbrances. Any management information system or computer hardware or software supplied by Service Provider or a third party in connection with the Services and any related documentation in Customer’s possession will be promptly returned to Service Provider or such third party upon the expiration or termination of this Agreement.
11. Confidential Information.
(a) From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) non-public information of Disclosing Party regardless of the form in which it is provided and that is either labeled as “confidential” or under the circumstances, a reasonable person would consider such information to be confidential (“Confidential Information”); provided, however, that 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 10, (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. The Receiving Party will: (x) 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, (y) 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 (z) not disclose any such Confidential Information to any person or entity, except to the the Receiving Party’s Group 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. Service Provider is responsible for the compliance of its Receiving Party’s Group with the obligations of this Section 10.
(b) If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it will, 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. For purposes of this Section 10 only, “Receiving Party’s Group” means the Receiving Party’s Affiliates and its or their employees, officers, directors, shareholders, agents, subcontractors, attorneys, accountants, and financial advisors who have entered into confidentiality terms materially similar to those of this Section 10 or otherwise have a professional duty to protect such confidentiality.
12. Representation and Warranty.
(a) Service Provider represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
(b) The Service Provider shall not be liable for a breach of the warranty set forth in Section 11(a) unless Customer gives written notice of the defective Services, reasonably described, to Service Provider within ten (10) days of the time when Customer discovers or ought to have discovered that the Services were defective.
(c) Subject to Section 11(b), Service Provider shall, in its sole discretion, either:
(i) repair or re-perform such Services (or the defective part); or
(ii) credit or refund the price of such Services at the pro rata contract rate.
(d) THE REMEDIES SET FORTH IN SECTION 11(c) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(a).
13. Disclaimer of Warranties.
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
14. Risk of Loss.
(a) Inbound Transit to Service Provider. Customer and Service Provider acknowledge and agree that the risk of loss to Customer’s products (“Products”) during transit to Service Provider shall be borne by Customer. Service Provider shall have the right to inspect each shipment for damage prior to accepting delivery and receipt at the loading dock and shall have the right to refuse damaged Products tendered for delivery. In the event that damage occurs to Products prior to delivery to Service Provider; Service Provider shall note such damage on the bill of lading and further shall so advise Customer, through delivery of a copy of the bill of lading setting forth a description of damaged Products. Further, Service Provider shall not be liable for any damaged Products where any damage is not readily visible based on a quick, physical inspection of the shipment as a single unit.
(b) Fulfillment Center - Lost Products. Service Provide shall provide reasonable care in the storage and handling of Customer products. If any of Customer’s Products are lost, damaged and/or destroyed as a direct result of Service Provider’s negligent acts or omissions, Service Provider shall reimburse Customer for the actual replacement cost to Customer for such excess lost, damaged and/or destroyed Products, together with the pro-rated freight costs to Service Provider’s fulfillment center.
(c) Outbound Transit from Service Provider. Service Provider does not bear the risk of loss for Products while in transit from Facility by any 3rd party Carrier. Any 3rd party Carrier involved shall arrange for appropriate insurance for such Products in transit, the cost of which shall be the responsibility of the Customer.
(d) Insurance of Product. Service Provider does not insure Customer product and the rates outlined in Exhibit A do not include any charges for insurance. Service Provider strongly recommends that Customer obtain and maintain insurance coverage on all product which is shipped to us for handling, storage, and order fulfilment.
15. Indemnification; Limitation of Liability.
(a) Customer Indemnification. Service Provider will indemnify, defend, and hold harmless Customer, its Affiliates, and its and their officers, directors, employees, agents, contractors, successors, and assigns against any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) in connection with any third party claim, suit, action, demand, or judgment (collectively, “Losses”) arising from or in connection with: (a) Service Provider’s performance of the Services, or (b) Service Provider’s actual or alleged breach of this Agreement. Service Provider will not enter into any settlement without Customer’s prior written consent, which will not be unreasonably withheld. Customer (at its cost) may participate in the defense and settlement with counsel of its own choosing. Service Provider’s obligations under this section are independent from its other obligations under this Agreement.
(b) Service Provider Indemnification. Customer will indemnify, defend, and hold harmless Service Provider, its Affiliates, and its and their officers, directors, employees, agents, contractors, successors, and assigns against any Losses in connection with any third-party claim, suit, action, demand, or judgment to the extent arising from or in connection with: (a) Customer’s performance under this Agreement, or (b) Service Provider’s actual or alleged breach of this Agreement. Customer will not enter into any settlement without Service Provider’s prior written consent, which will not be unreasonably withheld. Service Provider (at its cost) may participate in the defense and settlement with counsel of its own choosing. Customer’s obligations under this section are independent from its other obligations under this Agreement.
(c) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(d) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE TIMES (1X) THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
16. Term and Termination.
The term of this Agreement shall commence on the Effective Date and shall be in effect so long as the Customer has an active Schedule of Work with the Company. Notwithstanding the foregoing, the termination of this MSA shall be automatic and without further notice upon completion of the last Schedule of Work so long as Parties have satisfied their contractual obligations in this Agreement and neither Party is in breach. The termination of this MSA shall not affect the survival of any provisions that by their nature are intended to survive termination, including without limitation the confidentiality provisions set forth herein. The confidentiality clauses in this MSA shall survive termination for a period of twenty-four (24) months after the termination of this MSA, and shall continue to bind the parties and their respective representatives, employees, agents, and contractors, regardless of the reason for termination. The termination of this MSA shall not relieve either party of any obligation or liability that has accrued prior to the effective date of termination, including without limitation any obligation to pay for services provided or expenses or penalties incurred prior to termination. Any provisions of this MSA that by their nature are intended to survive termination shall remain in effect after termination to the extent necessary to give effect to their intended meaning and purpose.
In the event that the Customer fails to make timely payments for services provided by the Company, the Company may suspend or terminate any SOW, or terminate this MSA in its entirety, upon written notice to the Customer.
Notwithstanding the foregoing, the Company shall be entitled to pursue any other remedies available at law or in equity for any unpaid amounts owed by the Customer. The termination of this MSA due to non-payment shall not relieve the Customer of any obligation to pay for services provided or expenses incurred prior to termination.
In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:
(a) fails to pay any undisputed amount when due under this Agreement;
(b) has not otherwise performed or complied with any of the material terms of this Agreement, in whole or in part and Customer fails to cure such breach within ten (10) days of receipt of written notice of such breach; or
(c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
During the Term of this Agreement, each Party shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000 single event and $2,000,000 general aggregate with financially sound and reputable insurers. Upon the Service Provider’s request, the Customer shall provide Service Provider with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in these Terms.
No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
19. Force Majeure.
The Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, , provided that, if the event in question continues for a continuous period in excess of ninety (90) days, Customer shall be entitled to give notice in writing to Service Provider to terminate this Agreement.
Unless otherwise expressly stated in an applicable SOW, Service Provider will not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Customer, except that Service Provider may freely assign this Agreement in connection with any merger, reorganization, sale of all or substantially all of Service Provider’s assets, or any similar transaction. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve Service Provider of any of its obligations under this Agreement. Customer may (a) perform any of its obligations or exercise any of its rights under this Agreement through one or more of its Affiliates and (b) assign this Agreement to an Affiliate or in connection with any merger, reorganization, sale of all or substantially all of Customer’s assets, or any similar transaction. “Affiliate” means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
21. Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
22. No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
23. Governing Law.
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Texas.
24. Choice of Forum.
Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement and all contemplated transactions, in any forum other than the federal and state courts located in Austin, Texas. Each Party irrevocably and unconditionally submits to the sole and exclusive jurisdiction of such courts. Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the SOW. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email with recipient’s confirmation of receipt or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Insurance, Submission to Jurisdiction, and Survival.
28. Amendment and Modification.
This Agreement may be amended or modified by the Company from time to time. Any such amendments or modifications shall be effective immediately upon notice to the Customer, which may be given by electronic mail or other written communication. The Customer shall have ten (10) days from the date of notice to review and accept any changes to this MSA. If the Customer fails to provide notice of rejection within the ten (10) day period, the Customer shall be deemed to have accepted the changes to this MSA.
If the Customer is not satisfied with the changes to this MSA, the Customer may provide written notice of termination in accordance with the termination provisions of the Schedule of Work currently in effect. Such termination shall be effective upon the date specified in the notice of termination, which shall be no earlier than the effective date of the changes to this MSA.
It is understood and agreed that the Company shall not be liable to the Customer or any third party for any damages or losses arising out of or in connection with any amendments or modifications to this MSA. The Customer acknowledges and agrees that it is the Customer's responsibility to review the terms and conditions of this MSA periodically to ensure compliance with applicable laws and regulations. This Amendment and Modification provision shall be binding upon the parties hereto and their respective successors and assigns.