Subject to the terms and conditions set forth herein, Edgar Agents LLC (“EA”) agrees to provide EDGAR/XBRL, Typeset, Print services, and related services and solutions to the Customer including but not limited to (i) pre-mapping taxonomies to the company’s financial statements; (ii) unlimited rounds of consultations with our XBRL specialist for conformity and to ensure an accurate SEC compliant submission; (iii) validation and preparation as an attachment to the EDGAR filing; (iv) EDGAR conversion and revision services on 24/7 basis; (v) Typeset conversion and revision services on 24/7 basis; and (vi) Print services on 24/7 basis.
Payment Terms. Unless otherwise specified in an applicable Statement of Work, EA will invoice Customer; payment shall be due and payable within 30 days.
Financial Statements and Notes; Timing
The Company shall furnish EA such information as EA reasonably requests in connection with the performance of its services hereunder (all such information so furnished is referred to herein as the "Information"). The Company understands and agrees that EA, in performing its services hereunder, will use and rely upon the Information and shall not assume responsibility for independent verification of any information, whether publicly available or otherwise furnished to it, concerning the Company including, without limitation, any financial information provided by the Company or its consultants. The Company is ultimately responsible for the accuracy of the Information and the appropriateness of the taxonomies used in mapping/tagging of the financial statements. The Company understands and agrees that EA shall not be responsible for the performance of any services which may be rendered hereunder without the Company (i) providing the necessary Information within a commercially reasonable time period, as determined in EA’s sole and absolute discretion, prior to an XBRL filing date; and (ii) making available to EA the necessary and appropriate employees and consultants of the Company. EA will process all EDGAR/XBRL work on the commercially reasonable best effort basis in accordance with acceptable industry standards.
The Customer shall have the right to terminate this agreement with or without cause, on 30 days written notice. EA shall have the right to terminate this Agreement: (i) with or without notice upon breach of the terms and conditions of this Agreement, including without limitation, upon the failure to timely make payments or (ii) without cause upon 30 days written notice. Unless the Customer provides notification in accordance with the Annual Agreement at least (30) days before the end of 12 month period that customer 1) does not intend to renew, or wishes to cancel this Annual Agreement; or 2) wishes to extend terms of this Annual Agreement for multiyear term then the Service will automatically renew for subsequent terms of one (1) year.
Limitation of Liability
In no event shall either party be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever including, but not limited to, damages for loss of profits, arising out of or in any way related to services rendered, and even if the other party has been advised of the possibility of such damages.
Limitation of Damages
Notwithstanding the foregoing, EA’s aggregate liability to the Customer (including liability for any breach of warranty, negligence, breach of contract, strict liability in tort, or otherwise, regardless of form of action) shall not exceed the total payments for outsourcing services actually paid by the Customer to EA in the preceding twelve (12) months.
Governing Law; Arbitration
This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, affect and in all other respects by the internal laws of the State of New York. The parties agree that any dispute, claim or controversy directly or indirectly relating to or arising out of this Agreement, the termination or validity hereof, any alleged breach of this Agreement or the engagement contemplated hereby (any of the foregoing, a “Claim”) shall be submitted to JAMS, or its successor, in New York, for final and binding arbitration in front of a panel of three arbitrators with JAMS in New York, New York under the JAMS Comprehensive Arbitration Rules and Procedures (with each of EA and the Company choosing one arbitrator, and the chosen arbitrators choosing the third arbitrator). The arbitrators shall, in their award, allocate all of the costs of the arbitration, including the fees of the arbitrators and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail. The award in the arbitration shall be final and binding. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Sec.1-16, and the judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The parties agree and consent to personal jurisdiction, service of process and venue in any federal or state court within the State and County of New York in connection with any action brought to enforce an award in arbitration.
All notices and other communications hereunder shall be deemed given upon (a) confirmed delivery by a standard overnight carrier to the recipient's office address, or (b) delivery by hand to the recipient's address (or, in each case, to or at such other address or email address for a party as such party may specify by notice given in accordance with this Section.
This Agreement, together with any applicable SOWs, constitutes the entire understanding of the parties with respect to the subject matter hereof and may not be altered or amended except in a writing signed by both parties.
Assignment; Binding; Waiver
The rights and obligations of either party under this Agreement may not be assigned or delegated by such party without the prior written consent of the other party (except by operation of law), and any other purported assignment or delegation shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. No material provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent excusing the breach shall be in writing and signed by the party to be charged with such waiver or consent.
If any provision of this Agreement is determined to be invalid or unenforceable in any respect, then such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect.