Velociti + Peazy Terms and Conditions

SUBCONTRACTOR GENERAL TERMS AND CONDITIONS

These Subcontractor General Terms and Conditions (“General Terms and Conditions”) shall apply to any work performed for JanCo FS 3, LLC dba Velociti Services, JanCo FS 2, LLC dba Velociti Services, and/or JanCo FS 4, LLC dba Velociti Services (the foregoing, individually and collectively, as the context may require, “Velociti”) by any party who has entered into a Statement of Work provided by Velociti (such party, the “Subcontractor”) which is signed by both Velociti and Subcontractor, or, if unsigned, for which performance of the services specified thereunder has begun (“Statement of Work” or “SOW”). By signing the Statement of Work, or beginning to perform the services specified thereunder, the Subcontractor agrees to be bound these General Terms and Conditions. Each Statement of Work constitutes a separate Subcontract incorporating these General Terms and Conditions. These General Terms and Conditions may be modified by Velociti from time to time, and the then current version of these General Terms and Conditions shall apply to each active Statement of Work.

Subcontractor Services and Fees. As to the Velociti Client described in the Statement of Work (“Client”), which (including all related Exhibits and the Main Agreement (as defined below)) shall be fully incorporated herein, Subcontractor shall provide the services described in each Statement of Work and any other services mutually agreed by the Parties (the “Services”), at the price described in each Statement of Work (“Subcontractor Fees”). Velociti’s payment of the Subcontractor Fees is in consideration for Subcontractor’s provision of the Services and any goods or materials in connection therewith, and Subcontractor’s adherence to the terms and conditions of these General Terms and Conditions
Service Delivery. The Services are provided on a non-exclusive basis. Subcontractor acknowledges that Client may revoke Velociti’s use of Subcontractor for any reason. The Services shall be completed on time, in a professional and workmanlike manner, in accordance with the practices and standards observed by the leading companies in Subcontractor’s industry when performing services similar to the Services. Any goods or materials provided in connection with the Services shall be free from defects in materials and workmanship, merchantable, and fit for and sufficient for the purpose intended. Subcontractor shall fully comply with all Velociti and Client policies. Subcontractor is solely responsible for the proper and lawful removal of all waste, trash, and spoils created as part of Subcontractor’s Services. Subcontractor is forbidden from using, creating, or bringing on to any Client Site any hazardous or toxic materials or hazardous or toxic waste.
Additional Warranties. In addition to any warranties set forth in the Main Agreement (as defined below), Subcontractor represents and warrants that: (i) the Services will comply with specifications provided by Velociti and/or Client or specifications developed by Subcontractor and approved by Velociti; (ii) it has all right, power and authority to enter into any Statement of Work and these General Terms and Conditions and perform its obligations hereunder, including without limitation, engaging Subcontractor Personnel to perform the Services in accordance with these General Terms and Conditions; and (iii) the Services provided by Subcontractor will not violate or infringe any third party’s intellectual property or proprietary rights.
Subcontractor Personnel. Subcontractor represents and warrants that all of its employees, agents, representatives, sub-Subcontractors, sub-Subcontractors’ employees, agents, or representatives, or other individuals for whom Subcontractor may be responsible in connection with these General Terms and Conditions (all of whom collectively are referred to herein as “Subcontractor Personnel”) possess the necessary skill to perform the Services, are legally qualified to work, and have successfully completed, at Subcontractor’s expense, prior to the Subcontractor Personnel entering upon any Velociti or Client Site, the minimum background checks required in the Main Agreement (as defined below) or if otherwise note defined in the Main Agreement, the following minimum background checks: (a) I-9, (b) E-Verify, (c) SSN Trace, (d) criminal felony and misdemeanor for the past seven (7) years for (i) every county revealed by SSN Trace and (ii) any additional counties in which such Subcontractor Personnel resided, as self-identified, (e) education report (if relevant), (f) employment report (if relevant), and (g) and national and State sex offender registry (for every State revealed by SSN Trace or self-identified) , in addition to any additional background check requirements set forth in the Main Agreement. Subcontractor Personnel shall be properly uniformed. Subcontractor is expressly forbidden from sub-subcontracting any portion of the Services without Velociti’s prior written consent.
Independent Contractor. In furnishing the Services, Subcontractor warrants and represents that (a) Subcontractor is an independent contractor, (b) Subcontractor does not hold itself out as a parent, affiliate, agent or employee of, or partner, joint venturer, co-principal, or co-employer with Velociti or Client or their parent, affiliates or subsidiaries, (c) Subcontractor is fully responsible for acts and omissions of Subcontractor and Subcontractor Personnel, (d) Subcontractor understands and agrees that neither Subcontractor nor Subcontractor Personnel are entitled to receive vacation pay, bonuses, and/or other incentive compensations of Velociti or Client, nor are Subcontractor or Subcontractor Personnel entitled to participate in any employee benefit plan of Velociti or Client, including their respective parents, affiliates or subsidiaries. Subcontractor shall notify Velociti immediately if Subcontractor is aware of or witnesses any action that is likely to lead to potential or actual co-employment issues. Subcontractor is not acting as Velociti’s agent, nor the agent of Client, and Subcontractor is prohibited from binding Velociti or its Client to any agreement or obligation, and/or from acting as a signatory on behalf of Velociti or Client. Any attempt to so bind or sign shall be null and void ab initio. Subcontractor shall be solely responsible for the payment of its business taxes and/or personal taxes, as the case may be, all state and federal tax withholding(s), penalties, fees, insurance, and contributions to insurance plans. Subcontractor shall hold harmless and indemnify the Velociti Indemnified Parties (as defined herein) against any and all claims related to the payment or the filing of any of the foregoing payments, withholdings, contributions, taxes, documents, and returns.
Compliance with Laws and Safety. Subcontractor shall comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes in the performance of the Services. Subcontractor shall perform the Services to the satisfaction of Velociti and the Client in accordance with these General Terms and Conditions, the Main Agreement, and the applicable Statement of Work. Subcontractor represents and warrants that it is properly licensed to perform the applicable Services for Velociti and the Client, and the license is active and in good standing. Subcontractor is responsible for obtaining, maintaining, and paying for all licenses required for the Subcontractor Services. Subcontractor is solely responsible for the safety of Subcontractor Personnel when performing the Services. Subcontractor and Subcontractor Personnel shall use all necessary, required, and site-mandated safety precautions when performing the Services. Subcontractor shall provide at its expense all necessary personal protective equipment (PPE) and all training that is industry “best practice” including, at a minimum, that which is necessary, required, and/or site-mandated. Subcontractor shall immediately (within 12 hours of an incident) report to Velociti all incidents with potentially adverse safety, health, or environmental implications and all cases that are recordable on the OSHA 300 log or its equivalent.
Labor Harmony. Subcontractor shall use its best efforts to promote labor harmony in connection with the Services including, but not limited to, conducting its activities to minimize any (a) any labor-related disruption of work or material non-compliance in the provision of any Services and (b) any interference with the work or activities of the Velociti, the Client, other third-parties or persons. Whenever Subcontractor has knowledge of any threatened or actual labor dispute involving Subcontractor Personnel that may materially affect the provision of Services, Subcontractor shall promptly inform Velociti, and Subcontractor shall cooperate to minimize the effect of such dispute on the Services, whether or not such labor dispute occurs at a Client Site.
Invoicing. Unless otherwise set forth in the applicable Statement of Work, Subcontractor shall invoice Velociti on the fifteenth of the month following the month in which Services were rendered. Velociti shall pay Subcontractor upon the earlier of (a) thirty (30) days from receipt of payment to Velociti from funds Client has paid to Velociti for the Services performed and invoiced by Subcontractor or (b) one hundred and twenty (120) days from Velociti’s receipt of a proper invoice. Velociti shall not be obligated to pay Subcontractor Fees invoiced in excess of funds paid by Client for such Services. Subcontractor is solely responsible for ensuring all services are performed under a valid purchase order. VELOCITI WILL NOT PAY FOR ANY COSTS, EXPENSES, OR BILLING RELATED TO SERVICES PERFORMED WITHOUT A VALID PURCHASE ORDER. VELOCITI SHALL NOT BE LIABLE TO PAY FOR SERVICES INVOICED OVER NINETY (90) DAYS FROM DATE OF COMPLETION. If there are Key Performance Indicators (KPIs) set forth in a Statement of Work or Main Agreement, then Subcontractor shall pay or Velociti may offset from other amounts owed to Subcontractor, all penalties, fines, or fees incurred by Velociti as a result of Subcontractor’s failure to meet such KPIs. Subcontractor hereby waives its right to seek Subcontractor Fees directly from Client, and shall not communicate with Client directly regarding any matter related to any Statement of Work or these General Terms and Conditions, including Subcontractor Fees, except with Velociti’s express prior written approval.
Confidential Information. Subcontractor shall not disclose, publish, release, transfer, or otherwise make available to any third-party any Velociti or Client information not publicly available (“Confidential Information”). The following information will not be considered Confidential Information: a) information which is publicly known by Subcontractor as of the Effective Date of the Statement of Work to which these General Terms and Conditions apply; b) information which hereafter becomes publicly known, unless as a result of the fault of Subcontractor; and c) information which Velociti or Client agrees in writing is not confidential. Subcontractor shall maintain the strict confidentiality of such Confidential Information during the Term of these General Terms and Conditions, and following thereafter for so long as such information may be protected under applicable law, except that Subcontractor may disclose Confidential Information to Subcontractor Personnel who have a need to know provided that such Subcontractor Personnel have signed a writing indicating such Subcontractor’s Personnel’s consent to keep such information confidential (an acceptable writing as to individuals may include such employee’s signature acknowledging that he or she shall not disclose non-public information learned during the course of such employee’s employment). Upon request by Velociti or at the time of expiration or termination of any Statement of Work or these General Terms and Conditions, Subcontractor shall surrender all Confidential Information in its possession to Velociti or, upon written consent from Velociti, destroy all such Confidential Information (however, nothing in these General Terms and Conditions shall require the destruction of business records derived from the use of the Confidential Information to the extent such records are produced and maintained for administrative or archival purposes and are treated as Confidential Information under these General Terms and Conditions) and certify in writing to Velociti that the Confidential Information was destroyed. It is acknowledged that any breach by Subcontractor of its obligations under these General Terms and Conditions, any Statement of Work, the Main Agreement, or otherwise, with respect to Confidential Information may cause Velociti and/or Client to suffer substantial, immediate, and irreparable harm, and Subcontractor consents to Velociti and/or Client seeking injunctive relief to enforce the terms of this Section. Client shall be a third-party beneficiary under these General Terms and Conditions for matters related to Client’s Confidential Information. Subcontractor shall include in any sub-subcontract the confidentiality obligations contained in this paragraph.
Insurance. Subcontractor shall maintain insurance policies meeting the requirements of the Main Agreement (as defined below) where Services are being performed for the Client. If no such terms are specified, Subcontractor shall maintain the following policies of insurance during the term of any Statement of Work for Services and for three (3) years thereafter: (a) commercial general liability insurance; including broad form property damage coverage including products and completed operations, with limits of at least $5 million combined single limit for personal injury and property damage for each occurrence and $10 million general aggregate; (b) workers’ compensation insurance covering all persons providing Services under these General Terms and Conditions and any SOW; (c) employer’s liability covering all persons providing Services under these General Terms and Conditions and any SOW with limits of $1 million for each accident, each employee bodily injury by disease, and each disease; (d) professional errors and omissions liability insurance coverage with limits of liability not less than $3 million for bodily injury and not less than $3 million for property damage per occurrence; and (e) cyber liability insurance with limits of at least $5 million per event providing coverage for, but not limited to, criminal acts of the insured’s employees. All insurance shall be primary and non-contributory to any insurance that Velociti or Client may otherwise carry. Subcontractor shall include Velociti, and Client, and each of their affiliates and its and their directors, officers, and employees, as additional insureds, except for Worker’s Compensation and Employer’s Liability, and shall waive any rights of subrogation against Velociti, Client or any of their affiliates, and its and their directors, officers and employees. All insurance policies required in this Agreement shall provide for 30 days’ prior written notice to Velociti of cancellation or non-renewal. A waiver of subrogation shall be provided to all additional insureds for all policies required herein. The General Liability policy shall contain an endorsement by which the insurer extends the coverage thereunder to the extent necessary to include the contractual liability of Subcontractor arising by reason of the indemnity provisions set forth in these General Terms and Conditions and the Main AGreement. Each policy, including primary, excess, and umbrella policies shall be endorsed to state coverage is primary and non-contributory over any self-insured retentions (“SIR”) or any other available insurance issued to an entity other than Subcontractor, including, but not limited to, any SIR maintained by any additional insured required herein and/or insurance issued to such additional insureds. Insurance must be written on the most current ISO (Insurance Services Office, Inc.) form by an insurance company with a minimum rating of Best’s A-, VIII or its equivalent and authorized to do business in the United States of America. Subcontractor must disclose any self-insured retentions applicable to any insurance required herein. With respect to all policies under which any additional insureds required hereunder are additional insureds, such policies shall not contain cross-claim, cross-suit, or other such exclusion clauses which would preclude additional insured parties from instituting causes of action against other insureds under the policy or which would otherwise limit coverage of additional insureds except with respect to policy limits. Certificates of Insurance (Acord form or equivalent) shall be furnished to Velociti prior to commencement of any work and/or service and upon policy renewal and annually thereafter.
Non-Solicitation and Non-Competition. Subcontractor shall not directly or indirectly during the term of any Statement of Work and for six (6) months after all Statements of Work between Subcontractor and Velociti expire or are terminated for any reason employ, hire, solicit for employment, or engage any individual who is an employee or officer of Velociti or Client if such individual has directly worked in connection with or relation to any Statement of Work (excluding indirect, back-office personnel), unless Velociti or Client, as applicable, has provided prior written consent which consent may be conditional, provided, however, that the foregoing shall not preclude Subcontractor from making broad generalized solicitations for employees not specifically targeting or intending to target employees of Velociti or Client. Recognizing that Velociti or Client, as applicable, would suffer substantial and irreparable harm and that compensatory monetary damages resulting from a breach of this provision would be difficult to calculate, Subcontractor agrees that such breach will render it liable to Velociti for liquidated damages in the amount of one hundred thousand dollars ($100,000) for each such individual, such sum to be payable upon demand. Client shall be a third-party beneficiary under all Statements of Work and these General Terms and Conditions for matters related to this provision.

During the term of any Statement of Work, other than by way of these General Terms and Conditions, and for a period of ninety (90) days after all Statements of Work between Subcontractor and Velociti expire or are terminated for any reason, Subcontractor agrees not to, directly or indirectly, solicit or perform the Services or substantially similar services for Client except by virtue of Statements of Work issued by Velociti or any other agreement between Subcontractor and Velociti.

Data Privacy/Network Connectivity. Subcontractor shall comply with all applicable data privacy and security laws and any requirements in the Main Agreement, in the collection, processing and use of information (including, without limitation, the laws and regulations applicable to personal information). Subcontractor shall use such information solely for the purpose of performing the Services for Velociti and the applicable Client and for no other purpose, and Subcontractor shall ensure that it obtains all necessary consents to process such information and to share such information with Velociti and/or Client. To the extent any equipment used by Subcontractor is to be connected to any network operated by or on behalf of Client, such equipment shall be: (i) subject to review and approval in advance by Velociti or Client, and (ii) in strict compliance with the then-current Velociti and Client policies and procedures, including those related to data and network security. Subcontractor shall use such network connection for the sole and limited purpose to provide the Services. Subcontractor shall not access any part of the network not expressly authorized in writing by Velociti including any part of the network not reasonably necessary to perform the Services.
Termination. Velociti may terminate any Statement of Work on thirty (30) days’ prior written notice for any or no reason. Velociti may immediately terminate any Statement of Work upon Client request (on any basis) for Subcontractor to be removed, or if Velociti, in its sole discretion, believes Subcontractor to be in violation of any Velociti or Client policy. In addition, Velociti may terminate any Statement of Work if Subcontractor does not cure an undisputed breach of these General Terms and Conditions of the Statement of Work within fifteen (15) days after receipt of written notice by Velociti informing Subcontractor of such breach.
No Liens. Subcontractor agrees to keep Velociti and Client’s property free and clear of all liens arising out of any Services or work performed, goods or materials provided, or obligations incurred by Subcontractor or anyone for whose acts Subcontractor may be liable. If a lien is issued, and Subcontractor fails to release or bond any lien within ten (10) days of the lien being issued, Velociti shall have the right, but not the obligation, to cause the same to be released, and any sums expended by Velociti shall be immediately reimbursed by Subcontractor or deducted from monies owed Subcontractor with interest at the maximum rate permitted by law from the date of the expenditure through the date of reimbursement.
Intellectual Property. Subcontractor shall have absolutely no ownership rights whatsoever in any software, data, materials, processes, procedures, designs, ideas, concepts, works, know-how, or any other intellectual property or Confidential Information owned by Velociti or Client or in which Velociti or Client has a license or any other property rights, including that of their parents, subsidiaries, and other affiliates (“IP”). Subcontractor shall have absolutely no ownership or intellectual property rights whatsoever in the Services (including any goods provided in connection therewith), including any software, data, materials, processes, procedures, designs, ideas, concepts, works, know-how, or any other intellectual property, nor in any derivative data, reports, or any other output, except to the extent of that which was: (a) owned by Subcontractor as of the Effective Date, or (b) is developed by Subcontractor or in which Subcontractor otherwise acquires rights other than in the course of performing Subcontractor’s obligations under these General Terms and Conditions and which such does not contain any part of Velociti’s or Client’s Confidential Information. Subcontractor is forbidden from using, referencing, or mentioning Velociti or Client including its name, trademarks, service marks, or logos without the express prior written consent of Velociti and Client, as applicable.
Indemnification and Limitation of Liability. Subcontractor shall indemnify, defend, and hold harmless Velociti and Client, and their respective parents, affiliates, officers, directors, members, owners, employees, agents, representatives, successors, and assigns (the “Velociti Indemnified Parties”), from any and all any liability imposed or alleged, including claims, damages, demands, losses, suits, actions, judgments, expenses, costs, attorney’s fees and any other professional expenses (“Claims”) arising from or related to Subcontractor’s or Subcontractor Personnel’s (a) performance of the Services or any accident, injury, or damage caused to any person or to the property of any person during the performance of Services or the operation of any motor vehicle by Subcontractor or Subcontractor Personnel, (b) acts or omissions, (c) negligence or other legal fault, (d) injury (including death) or damage to or loss of Subcontractor’s property while on the premises of or designated by Velociti or Client, (e) violation of any applicable laws, rules or regulations, and/or (f) breach of these General Terms and Conditions or the Main Agreement or the failure of Subcontractor to fully comply with its obligations under these General Terms and Conditions and/or the Main Agreement. THE VELOCITI INDEMNIFIED PARTIES SHALL NOT HAVE ANY LIABILITY TO SUBCONTRACTOR OR ANY SUBCONTRACTOR PERSONNEL FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES OF ANY KIND, INCLUDING LOST PROFITS OR LOSS OF USE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Assignment. Subcontractor shall not assign any right or obligation under these General Terms and Conditions without Velociti’s prior written consent. Any attempted assignment shall be void ab initio.
Duty of Cooperation. Subcontractor shall assist and fully cooperate, at Subcontractor’s expense, with Velociti and Client in the performance of audits (internal or external) related in any way to the Services. Velociti shall provide Subcontractor with written notice of any audit with advanced written notice as is reasonable under the circumstances.
Dispute Resolution. Any disputes between Subcontractor and Velociti, including, but not limited to, those arising out of or related to these General Terms and Conditions (“Disputed Matters”) shall first be referred jointly to executives of each of the parties. If such executives do not agree upon a resolution within forty-five (45) business days after referral of the matter to them, then either Party may initiate further action as permitted under applicable law.
Additional Representations and Warranties. Subcontractor warrants, represents, and guarantees that, in performing the Services for Velociti and Client, (a) Subcontractor treats Subcontractor’s employees fairly, and complies with all applicable laws and regulations related to workers compensation, social security, unemployment insurance, hours of labor, wages, working conditions and other employer-employee related Issues, whether required by Federal, State, or local law or regulation including but not limited to the Occupational Safety and Health Act, the Environmental Protection Agency regulations, the Fair Labor Standards Act and the Equal Pay Act; (b) Subcontractor does not discriminate. Subcontractor understands that Velociti is an Equal Opportunity Employer. Subcontractor complies with all Subcontractor complies with all laws, ordinances, orders, directives, rules and regulations of the federal, state, local government their respective agencies, authorities, or commissions, applicable to, or affecting, directly or indirectly, the Subcontractor or Subcontractor’s business operations, including those relating to equal opportunity for all persons without regard to age, race, color, creed, religion, sex, sexual orientation, handicap or disability, marital status, national origin, status as veterans or membership in any other legally protected group. Subcontractor further warrants that Subcontractor has a policy whereby Subcontractor provides a work environment that is free from discrimination, harassment, and intimidation because of race, color, religion, sex, age, national origin, citizenship, handicap, or status as a disabled Vietnam era veteran; (c) Subcontractor is in strict compliance with all terms, provisions, regulations and rulings relative to the Immigration Reform and Control Act of 1986 (IRCA), as amended. All Subcontractor’s employees, Subcontractors and agents have had their identity and eligibility for work within the United States properly verified. Subcontractor is enrolled in E-Verify and any and all employees assigned to perform the Services have been E-Verified; (d) Subcontractor is in strict compliance with the Drug-Free Workplace Act of 1988, as amended. Subcontractor warrants that the use, possession, distribution, or sale of alcohol, narcotics, drug-related paraphernalia, fire arms, explosives, weapons, or other dangerous or hazardous substances or related articles are not be permitted on or at any location where the Services are provided; (e) Subcontractor is ethical in conducting Subcontractor’s business, and has not participated in any collusion in submitting bids to Velociti and Subcontractor calculated the price(s) contained in any such bid or proposal to Velociti without collusion, consultation, communication, or agreement with any other competing vendor. Subcontractor does not pay any salaries, commissions, fees, or make any payments or rebates to any employee of Velociti or any employee of any Client, or to any designee of any such employee, or favor any employee of Velociti or a Client, or any designee of any such employee, with gifts or entertainment or with services or goods sold at less than full market value. No children under the age of 18 shall perform any work for Velociti or Client nor does Subcontractor violate any other child labor law. Subcontractor has not and shall not directly or indirectly through one or more third-party intermediaries pay or provide, or offer to pay or provide, any monies or other items of value to (i) an officer or employee of a governmental department, agency, instrumentality, or public international organization, or any person acting on behalf of any such entity; or (ii) any political party or official thereof or any candidate for political office, in order to obtain, retain, or redirect business to Subcontractor or to any person; (f) Subcontractor has not violated any laws. Subcontractor has not been debarred from bidding by any local, state or federal government authority, defaulted on any contract with any Subcontractor customer or been convicted or pleaded nolo contendre, personally or as a business entity to the violation of any law; (g) Subcontractor has not assigned or sold the whole or any portion of these General Terms and Conditions.
Anti-Corruption. Subcontractor warrants, represents, and guarantees that (a) it has and shall comply with all applicable anti-corruption laws and regulations, including without limitation the US Foreign Corrupt Practices Act, the UK Bribery Act and the Prevention of Corruption (Amendment) Act 2018 of India; and (b) it and its officers, directors, shareholders, employees, agents and other intermediaries, and any other person acting directly on its behalf, have not and shall not, directly or through third parties, give, promise or attempt to give, or approve or authorize the giving of, anything of value (including facilitation payments) to any person or any entity where such action would be prohibited by applicable law, for the purpose of (i) securing any improper advantage for Subcontractor, (ii) inducing or influencing a public official improperly to take action or refrain from taking action in order to obtain or retain business or to secure the direction of business to either; or (iii) inducing or influencing a public official to use his/her influence with any government or public international organization for such purpose.
Notices. All notices, demands and requests given by any Party to the other Party and addressed as stated on the first page of these General Terms and Conditions shall be in writing and be deemed to have been duly given on the date: (i) of the return receipt for those sent postage prepaid in the United States mail via certified mail, return receipt requested; or (ii) received from a national overnight delivery service.
Governing Law and Venue. These General Terms and Conditions shall be governed by and construed in accordance with the laws of the state of Georgia without reference to its choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia, in any action arising out of or relating to these General Terms and Conditions.
Incorporation of Main Agreement and Entire Agreement. The Subcontractor agrees that it shall be bound by the contract between Velociti and Client that covers the Services that are the subject of any Statement of Work (the “Main Agreement”). The Main Agreement is incorporated herein by reference. With respect to the Services, the Subcontractor shall assume toward Velociti all the obligations, risks, and responsibilities that Velociti assumes toward the Client under the Main Agreement to the extent applicable to the Services, and all requirements relating to quality, quantity, and timeliness of the Services. Velociti shall have the benefit of all rights, remedies, and redress against the Subcontractor that the Client has against Velociti in the Main Agreement. Where any provision of the Main Agreement conflicts with a provision of these General Terms and Conditions, the provisions most favorable to Velociti, in Velociti’s sole discretion, shall govern. The Subcontractor warrants that it has been given ample opportunity to review the Main Agreement, and that it has reviewed the Main Agreement to the extent it feels necessary. These General Terms and Conditions, including the Main Agreement and all Statements of Work, schedules, exhibits, attachments, and amendments thereto, each of which is incorporated herein, constitutes the entire agreement between the Parties with respect to the Services.
Amendments; Waivers. No modification, amendment, or waiver of any provision of these General Terms and Conditions shall be effective unless by formal amendment to these General Terms and Conditions, duly executed by both Parties. NO PURCHASE ORDER ACKNOWLEDGMENT, SUBCONTRACTOR TERMS OR CONDITIONS, OR OTHER SUBCONTRACTOR DOCUMENT WILL ALTER, CHANGE, OR MODIFY THIS AGREEMENT UNLESS THIS AGREEMENT IS EXPLICITLY REFERENCED AS SUPERSEDED OR MODIFIED AND SUCH DOCUMENT IS PROPERLY EXECUTED BY A VELOCITI AUTHORIZED OFFICER.
Severability. The illegality or unenforceability for any reason of any provision of these General Terms and Conditions, or any document or instrument required or referred to hereunder, shall not in any way affect or impair the legality or enforceability of the remaining provisions of these General Terms and Conditions.
Authority. Each Party represents that it has full power and authority to enter into and perform these General Terms and Conditions, has the right to disclose all information and materials made available to the other Party pursuant hereto.
Survival. The provisions of these General Terms and Conditions that, by their nature, are intended to survive the termination or expiration of any Statement of Work and these General Terms and Conditions shall survive termination or expiration and, expressly, clauses 5-11, 14-16, 18-22, 24.