The following terms and conditions (“Terms and Conditions”) apply to all goods and services provided by Peylei Technology, Inc., a Minnesota corporation, dba Passkey Technology (“us”, “our”, “we” or “Passkey”), and to its customers (“you”, “your” or “Client”; Passkey and Client sometimes collectively “Parties” and individually “Party”).  The following govern the relationship between the Parties.  Please read these Terms and Conditions carefully before the commencement of our Services (defined below).  By accepting Services from us, you accept and agree to be bound and abide by the Terms and Conditions.  If you do not agree to be bound by the Terms and Conditions, then you must not accept Services from us.  Please note that if the Parties have executed an express and specific master services agreement (“Specific MSA”), then that Specific MSA shall govern the relationship between the Parties in place of these Terms and Conditions.  The Terms and Conditions of the Parties are as follows:

1) SCOPE OF SERVICES; SOW.  These Terms and Conditions are a master agreement that governs all services that we perform or provide to you (collectively, the “Services”).  The Services will be described in one or more proposals or statements of work that we provide to you (each, a “SOW”). The SOW may be a formal agreement document or an electronic exchange in a form that includes, but is not limited to email.  Once you and we mutually agree to a SOW (either by signing it or by electronic acceptance, which electronic acceptance may be, among other forms, via email), the SOW will become a part of, and governed under, these Terms and Conditions.  If there is a material difference between the language in a SOW and the language in these Terms and Conditions, then the language of the SOW will control, except in situations involving warranties, limitations of liability, or termination of these Terms and Conditions.  Under those limited circumstances, the terms of these Terms and Conditions will control unless the SOW expressly states that it is overriding the conflicting provisions of these Terms and Conditions.


  1. System. For the purposes of these Terms and Conditions, “System” means, collectively, any computer network, computer system, peripheral or device 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 must notify us of any modifications or re-locations of the System.  We shall not be responsible for any issues related to modifications or re-locations that we did not perform.
  2. Requirements. At all times, all software on the System must be genuine and licensed.  Unless specifically stated in a SOW, we shall not be responsible for tracking the effective dates, or existence of, any software licenses. 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. 
  3. Maintenance; Updates. 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 shall not be responsible for any downtime or losses arising from or related to the installation or use of, or the inability to use, any Updates.
  4. Third-Party Support. If, in Passkey’s discretion, a hardware or software issue requires vendor or original equipment manufacturer (“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 process.  If such fees or costs are anticipated in advance or exceed $150, we will obtain your permission before incurring such expenses on your behalf unless exigent circumstances require otherwise.
  5. Advice; Instructions. 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.) We strongly suggest that you promptly follow our advice to avoid issues or downtime with the System.  The diagnosis and remediation of problems or issues caused by your failure to promptly follow our advice or directions, or services necessary to bring the System into compliance with Minimum Requirements, are not covered under a SOW, and must be handled under a separate SOW.  In extreme cases, 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.
  6. Prioritization. Unless otherwise stated in a SOW, all Services will be performed on a schedule, and in a prioritized manner, as determined by Passkey.
  7. Authorized Contact(s).  Passkey 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) that has been communicating with us with regard to the SOW.  If you desire to change your Authorized Contact(s), you must notify Passkey of such changes in writing which, unless exigent circumstances are stated in the notice, will take effect three (3) business days thereafter.

3) FEES; PAYMENT.  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. Labor is not billed until work is completed; however, we reserve the right to require advance payments for delinquent or past delinquent accounts.

  1. Schedule.  Unless otherwise stated in a SOW, all undisputed fees will be due and payable in advance of the provision of the Services.  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.
  2. Nonpayment. Fees that remain unpaid for more than fifteen (15) days after the date on the invoice will be subject to interest on the unpaid amount(s) until and including the date payment is received, at the lower of either 1.5% per month or the maximum allowable rate of interest 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 Services are 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.
  3. Taxes.  All fees payable by you under these Terms and Conditions are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on such amounts.

4) ACCESS.  You hereby grant to Passkey the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the System at all times, on a continual 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 Passkey 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. Passkey 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 illegal, extraordinary, or non-industry standard efforts to achieve.


  1. Hardware/Software Purchased Through Passkey. Unless otherwise expressly stated in a SOW, all hardware, software, peripherals or accessories purchased through Passkey (“Third-Party Products”) are nonrefundable once the applicable purchase order is placed in Passkey’s queue for delivery.  We 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 Products.  Unless otherwise expressly stated in a SOW, all Third-Party Products are pro­vided “as is” and without any warranty whatsoever as between Passkey and you (including but not limited to implied warranties).
  2. Liability Limitations. This paragraph limits the liabilities arising under these Terms and Conditions or any SOW and is a bargained-for and material part of these Terms and Conditions.  You acknowledge and agree that Passkey would not enter into these Terms and Conditions unless it could rely on the limitations described in this paragraph. In no event shall either Party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Passkey), savings, or other indirect or contingent event-based economic loss arising out of or in connection with these Terms and Conditions, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under these Terms and Conditions or any SOW, even if a Party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing Party (as described below) shall not be limited by the foregoing limitation.  Except for your payment obligations and your indemnification obligations described in these Terms and Conditions, a responsible Party’s (“Responsible Party’s”) aggregate liability to the other Party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to these Terms and Conditions (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 Passkey for the specific Services (excluding costs of hardware, software licenses, and similar hard costs) 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 shall 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.  The remedies set forth herein shall be your exclusive remedies and our sole obligation and liability for any claim of breach of these Terms and Conditions or a SOW.
  3. Acts Within Your Control. We shall not be responsible for impairments to the Services caused by acts within the control of you or your employees, agents, contractors, suppliers or licensees, the interoperability of your applications or other cause reasonably within your control and not reasonably related to the Services.
  4. No Other Representations or Warranties; Non-Reliance.  Except for the express representations and warranties contained in these Terms and Conditions, (a) neither Party, nor any other person on such Party's behalf, has made or makes any express or implied representation or warranty, either oral or written, whether arising by law, course of dealing, course of performance, usage, trade, or otherwise, all of which are expressly disclaimed, and (b) each Party acknowledges that it has not relied upon any representation or warranty made by the other Party, or any other person on such Party's behalf.

6) INDEMNIFICATION. Each Party (an “Indemnifying Party”) agrees to indemnify, defend and hold the other Party (an “Indemnified Party”) harmless from and against any and all losses, damages, costs, expenses or liabilities, including reasonable attorneys’ fees, (collectively, “Damages”) that arise from, or are related to, the Indemnifying Party’s breach of these Terms and Conditions.  The Indemnified Party will have the right, but not the obligation, to control the intake, defense and disposition of any claim or cause of action for which indemnity may be sought under this section.  The Indemnifying Party shall be permitted to have counsel of its choosing participate in the defense of the applicable claim(s); however, (i) such counsel shall be retained at the Indemnifying Party’s sole cost, and (ii) 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 will be settled without the Indemnifying Party’s prior written consent, which shall not be unreasonably delayed or withheld.

7) TERM; TERMINATION.  These Terms and Conditions continue until terminated as described in these Terms and Conditions.  Each SOW will have its own term and will be terminated only as provided herein, unless otherwise expressly stated in the applicable SOW.  The termination of one SOW shall not, by itself, cause the termination of (or otherwise impact) these Terms and Conditions or the status or progress of any other SOW between the Parties.

  1. Termination Without Cause. Unless otherwise agreed by the Parties in writing or otherwise permitted under these Terms and Conditions, no Party will terminate these Terms and Conditions without cause if, on the date of termination, a SOW is in progress.  In addition, no Party will terminate a SOW without cause prior to the SOW’s natural expiration date.    If you terminate a SOW without cause and without Passkey’s consent, then you will be responsible for paying the termination fee described in Section 7) b), below.
  2. Termination for Cause. In the event that one Party (a “Defaulting Party”) commits a material breach under a SOW or under these Terms and Conditions, the non-Defaulting Party will have the right, but not the obligation, to terminate immediately these Terms and Conditions 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 Passkey terminates these Terms and Conditions or any SOW For Cause, or if you terminate any SOW without cause prior to such SOW’s expiration date, then Passkey shall be entitled to receive, and you hereby agree to pay to us all amounts that would have been paid to Passkey had these Terms and Conditions or SOW (as applicable) remained in effect.  If the term of these Terms and Conditions or a SOW is month-to-month, then said amount you agree to pay is two months of service.  If you terminate these Terms and Conditions or a SOW For Cause (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.  A 60-day notice is required from to terminate these Terms and Conditions or a SOW.
  3. 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 Passkey 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 Passkey will have the right, upon ten (10) days prior written notice to you, to terminate these Terms and Conditions 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 Malfunction.
  4. Consent. You and we may mutually consent, in writing, to terminate a SOW or these Terms and Conditions at any time.
  5. Repayment of Discounted Fees. If we give you a discount under a SOW based on your commitment to retain our Services for a minimum term and, under that scenario, we terminate the SOW for cause or you terminate the SOW without cause, then in addition to any other remedy available to us, you agree to immediately pay us the difference between the discounted rates and the non-discounted rates under that SOW, calculated from the effective date of the SOW through the date of termination.
  6. Transition; Deletion of Data.  In the event that you request Passkey’s assistance to transition away from our services, we will provide such assistance if (i) all fees due and owing to us are paid to us in full prior to Passkey providing its 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 in our possession or control beyond fifteen (15) calendar days following the termination of these Terms and Conditions.  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 Subsection.


  1. Response. We warrant and represent that we will provide the Services, as designated in an applicable SOW; however, we are not responsible for (i) delays covered under the Onboarding Exception (defined below), or (ii) delays caused by Client-Side Downtime (defined below), Vendor-Side Downtime (defined below) or (iii) delays where 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.
  2. Scheduled Downtime. For the purposes of these Terms and Conditions, “Scheduled Downtime” will mean those hours, as determined by us but which will not occur between the hours of 9:00 AM and 5:00 PM CST (or CDT, as applicable), Monday through Friday without your authorization or unless exigent circumstances exist, during which time we will perform scheduled maintenance or adjustments to its network.  We will use our best efforts to provide you with at least twenty-four (24) hours of notice prior to scheduling Scheduled Downtime.
  3. Client-Side Downtime. We will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by your actions or omissions (“Client-Side Downtime”).
  4. Vendor-Side Downtime.  We will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by third-party service providers, third-party licensors, or “upstream” service or product vendors (“Vendor-Side Downtime”).


  1. Defined. For the purposes of these Terms and Conditions, “Confidential Information” means any and all non-public information provided to us by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), including but not limited to the Disclosing Party’s 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 of the Receiving Party, (ii) was developed independently by the Disclosing Party, or (iii) is or was lawfully and independently provided to the Receiving Party prior to disclosure by the Disclosing Party, from a third-party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.
  2. Use. The Receiving Party 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 the Disclosing Party in writing, or (ii) as needed to fulfill our obligations under these Terms and Conditions.  If the Receiving Party is required to disclose the Confidential Information to any third-party as described in part (ii) of the preceding sentence, then the Receiving Party 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 Confidentiality Section.
  3. Due Care. The Receiving Party will exercise the same degree of care with respect to the Confidential Information the Receiving Party receives from the Disclosing Party as the Receiving Party normally takes to safeguard and preserve the Receiving Party’s own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care.
  4. Compelled Disclosure.  If the Receiving Party is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, the Receiving Party ill immediately notify the Disclosing Party in writing of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive our compliance with the provisions of this Confidentiality Section.  The Receiving Party will use its best efforts, at the Disclosing Party’s expense, to obtain or assist the Disclosing Party in obtaining any such protective order.  Failing the entry of a protective order or the receipt of a waiver hereunder, The Receiving Party may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that the Receiving Party has been advised, by written opinion from the Receiving Party’s legal counsel, that the Receiving Party is legally compelled to disclose.


  1. EULA. Portions of the Services may require you to accept the terms of one or more third-party end user license agreements (“EULA”).  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.  EULA may contain service levels, warranties and/or liability limitations that are different than those contained in these Terms and Conditions.  You agree to be bound by the terms of such EULA, and will look only to the applicable third-party provider for the enforcement of the terms of such EULA. 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.
  2. 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 Services”).  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 Passkey or to you.
  3. 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 services. 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.
  4. 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.  Passkey 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 System.
  5. SOW Additional Terms.  You agree that any SOW is subject to the additional terms and conditions set forth on our website at  The additional terms may be modified periodically by us.  You acknowledge that you have reviewed and agree with the additional terms.

11) OWNERSHIP.  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 these Terms and Conditions 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.

12) ARBITRATION. In the event of any inconsistency between the Rules and the procedures set forth below, the procedures set forth below will control. 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 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 Parties prevailing in the arbitration shall be entitled to an award of its reasonable attorneys’ fees and costs.


  1. Disclosure. You warrant and represent that you know of no law or regulation governing your business that would impede or restrict our provision of the Services, or that would require us to register with, or report our provision of the Services (or the results thereof), to any government or regulatory authority.  You agree to promptly notify us if you become subject to any of the foregoing which, in our discretion, may require a modification to the scope or pricing of the Services.
  2. Assignment. Neither these Terms and Conditions nor any SOW may be assigned or transferred by a Party without the prior written consent of the other Party.  These Terms and Conditions 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.
  3. Amendment. Unless otherwise expressly permitted under these Terms and Conditions, no amendment or modification of these Terms and Conditions or any SOW will be valid or binding upon the Parties unless such amendment or modification is originated in writing by Passkey, specifically refers to these Terms and Conditions, and is accepted in writing by one of your Authorized Contacts.
  4. Time Limitations. The Parties mutually agree that, unless otherwise prohibited by law, any action for any matter arising out of these Terms and Conditions 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.
  5. Severability. If any provision hereof or any SOW is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegibility or unenforceability so that the remainder of that provision and all remaining provisions of these Terms and Conditions or any SOW will be valid and enforceable to the fullest extent permitted by applicable law.
  6. 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 SOW executed as provided for herein, or unless we have expressly acknowledged the other terms and, thereafter, expressly and specifically accepted such other terms in writing.
  7. Waiver; Cumulative Remedies. The failure of either Party to enforce or insist upon compliance with any of the provisions of these Terms and Conditions, the temporary or recurring waiver of any provisions of these Terms and Conditions, or the granting of an extension of the time for performance, will not constitute an Agreement to waive such provisions with respect to any other occurrences.  The rights and remedies under these Terms and Conditions are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
  8. Merger. These Terms and Conditions, 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 these Terms and Conditions or SOW will act only to provide illustrations or descriptions of Services to be provided and will not modify these Terms and Conditions 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 these Terms and Conditions.
  9. Force Majeure. Neither Party will be liable to the other Party for delays or failures to perform its obligations under these Terms and Conditions or any SOW because of circumstances beyond such Party’s reasonable control (“Force Majeure”).  Such Force Majeure 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.
  10. Non-Solicitation. You acknowledge and agree that during the term of these Terms and Conditions and for a period of one (1) year following the termination of these Terms and Conditions, you will not, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of Passkey’s employees or subcontractors to discontinue or reduce the scope of their business relationship with Passkey, or recruit, solicit or otherwise influence any employee or agent of Passkey to discontinue such employment or agency relationship with Passkey. In the event that you violate the terms of the restrictive covenants in this Subsection, you acknowledge and agree that the damages to Passkey would be difficult or impracticable to determine, and you agree that in such event, as Passkey’s sole and exclusive remedy therefore, you will pay Passkey as liquidated damages and not as a penalty an amount equal to one hundred twenty-five percent (125%) percent of that employee or subcontractor’s first year of salary with you (including any signing bonus).  In addition to and without limitation of the foregoing, any solicitation or attempted solicitation for employment directed to any of our employees by you will be deemed to be a material breach of these Terms and Conditions, in which event we shall have the right, but not the obligation, to terminate these Terms and Conditions or any then-current SOW immediately For Cause.
  11. Survival. The provisions contained in these Terms and Conditions that by their context are intended to survive termination or expiration of these Terms and Conditions will survive.  If any provision in these Terms and Conditions is deemed unenforceable by operation of law, then that provision shall be excised from these Terms and Conditions and the balance of these Terms and Conditions shall be enforced in full.
  12. Insurance. Passkey and you will each maintain, at each Party’s own expense, all insurance reasonably required in connection with these Terms and Conditions 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.
  13. Governing Law; Venue. These Terms and Conditions and any SOW will be governed by, and construed according to, the laws of the state of Minnesota.  You hereby irrevocably consent to the exclusive jurisdiction and venue of the state courts in Hennepin County, Minnesota, for any and all claims and causes of action arising from or related to these Terms and Conditions.
  14. No Third-Party Beneficiaries. The Parties have entered into these Terms and Conditions solely for their own benefit.  They intend no third-party to be able to rely upon or enforce these Terms and Conditions or any part of these Terms and Conditions.
  15. Usage in Trade. It is understood and agreed that no usage of trade or other regular practice or method of dealing between the Parties to these Terms and Conditions will be used to modify, interpret, supplement, or alter in any manner the terms of these Terms and Conditions.
  16. Business Day. If any time period set forth in these Terms and Conditions expires on a day other than a business day in Hennepin County, Minnesota, such period will be extended to and through the next succeeding business day in Hennepin County, Minnesota.
  17. Notices; Writing Requirement. Notices can be exchanged between us by regular mail, courier, or email at the address commonly used between the Parties or at such other address for a Party as shall be specified in a notice given in accordance with this Subsection.  Notices delivered by U.S. mail will be deemed received three (3) days after being mailed to the recipient; couriered notices will be deemed received when delivered, and email-based notices will be deemed received on the day after they are sent to the recipient.   All electronic documents and communications between the Parties will satisfy any “writing” requirement under these Terms and Conditions.
  18. Independent Contractor. Passkey is an independent contractor, and is not your employer, employee, partner, or affiliate.
  19. Time of the Essence. Time shall be of the essence in these Terms and Conditions.
  20. No Exclusivity. We retain the right to perform the same or similar type of Services for third-parties during the term of these Terms and Conditions.
  21. Headings. The headings in these Terms and Conditions are for reference only and shall not affect the interpretation of these Terms and Conditions.
  22. 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.