Updated April 2020
This Master Services Agreement (“Agreement”) is made and entered into by and between CueFit , a Grupo NGN Company, and the Company that has executed a Proposal (hereinafter “Customer”) with CueFit and this Agreement shall govern the Services provided by CueFit for the Customer as referenced herein and in such Proposal.
BY EXECUTING A PROPOSAL, CUSTOMER EXPRESSLY ACCEPTS AND AGREES TO THE TERMS OF THIS AGREEMENT AS OF THE DATE SET FORTH IN THE PROPOSAL. IF CUSTOMER IS AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF THE CUSTOMER’S LEGAL ENTITY, CUSTOMER REPRESENTS THAT SUCH INDIVIDUAL HAS THE LEGAL AUTHORITY TO BIND SUCH ENTITY. IF CUSTOMER DOES NOT AGREE WITH THIS AGREEMENT, CUSTOMER MUST NOT EXECUTE THE PROPOSAL.
In consideration of the mutual agreements below, and intending to be legally bound, the parties agree:
1.1 “CueFit’s Products” means the call center visual-analytics software solutions provided through CueFit’s proprietary software product line via remote hosted application software services or on Customer-site hosted-application software services.
1.2 “Effective Date” means the date on which the Customer accepts the Proposal.
2.1 Term. This Agreement shall begin on the Effective Date and continue for a period of twelve (12) months thereafter (the period between such dates being defined as the “Term” and the last day of the Term being
defined as the “Expiration Date”).
2.2 Automatic Renewal. Automatic Renewal shall not apply to this contract and must be renewed manually by both parties.
2.3 Termination. Either party may terminate this Agreement for good cause at any time upon sixty (60) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation that has accrued as of the date of termination. For purposes of this Agreement, “good cause” shall mean a substantial breach of a material term of this Agreement, the Proposal or the End User License Agreement, that the breaching party has failed to cure within 15 days of receipt of written notice of such breach by the non-breaching party. Additionally, either party may terminate this Agreement if the other party is in breach of any other agreement or contract between the two parties.
3. FEES AND PAYMENT
3.1 Fees. In consideration of the performance of the Services, Customer agrees to pay CueFit the fees set forth in the applicable Proposal in accordance with the terms and conditions set forth in the applicable Proposal.
3.2 Pricing. Pricing information for CueFit’s Products under this Agreement are located in the Proposal, mutually executed by the Customer and CueFit and is incorporated herein by reference.
3.3 Payment. Subscription License Fees will be billed separately upon the completion of initial implementation phase and payment will be due based on the terms in the Proposal. If implementation fees are applicable, CueFit will invoice the Customer upon execution of this Agreement. All payments are not refundable.
Customer shall pay CueFit for the fees due hereunder via check or credit card. If Customer elects to pay via credit card, fees shall be deducted from a credit card account designated by Customer. In such event, Customer authorizes CueFit to automatically charge the credit card account for the fees (plus applicable sales tax) in advance or as otherwise agreed to by the parties in writing without any further authorization from Customer. Customer acknowledges that the authorization will remain in effect until Customer cancels such authorization by providing written notice to CueFit. If Customer’s credit card account on file is closed or the account information is changed, or if, for any reason, a charge is rejected, Customer shall immediately update Customer’s credit card account or supply a new payment account, as appropriate. If Customer is unable to update its credit card account with appropriate information, then CueFit will send an invoice to Customer detailing the amount due. Customer must pay the amount due in full within seven (7) days after the date of the invoice. Customer agrees to notify CueFit in writing of any changes to Customer’s account information or termination of its authorization at least thirty (30) days prior to the next billing date. In the event payment dates fall on a weekend or holiday, Customer understands that the payments may be executed on the next business day.
3.4 Taxes. CueFit’s prices do not include any taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added, sales, import, use or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). The Customer is solely
responsible for paying all Taxes associated with the Customer’s purchases. If CueFit has the legal obligation to pay or collect Taxes for which the Customer is responsible, such Tax shall be invoiced to and promptly paid by the Customer, unless the Customer provides CueFit with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer will indemnify and hold harmless CueFit for all taxes imposed which may be attributable to the Services.
3.5 Late Payments. If any charges are not received from the Customer by the due date, then at CueFit’s sole discretion, (a) such charges may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date it is paid, and/or (b) CueFit may condition future renewals and other transactions with the Customer on pre-payment or otherwise.
3.6 Suspension of CueFit’s Products. If any amount owing by the Customer under this Agreement or any other agreement with CueFit is 30 or more days overdue, CueFit may, without limiting CueFit’s other rights and remedies, accelerate The Customer’s unpaid obligations so that all such obligations become immediately due and payable in full, and without liability to Customer, suspend the Customer’s access to CueFit’s Products until such amounts are paid in full. CueFit will give the Customer at least 7 days prior notice that the Customer’s account is overdue before suspending access to CueFit’s Products.
3.7 Dispute Process. If Customer has a bona fide dispute in relation to any portion of the fees invoiced, Customer must pay all invoiced fees and shall provide notice to CueFit in writing within thirty (30) days from the date of the invoice. Such notice shall set forth the details surrounding the dispute. The parties shall discuss the disputed fees within five (5) calendar days of the date of the notice. In the event the dispute is not resolved within such time period, then either party may at any time thereafter submit such dispute to arbitration as described herein.
When the dispute is resolved, (a) if a payment is owed to CueFit, such payment shall be made within five (5) calendar days of the resolution of such dispute or (b) if an amount is owed to Customer, CueFit, in its sole discretion, shall either (i) credit such amount to Customer’s account within twenty (20) calendar days of the resolution of such dispute (or within such other timeframe as mutually agreed upon by the parties in writing), or (ii) apply a pro-rated credit amount to Customer’s account for the remainder of the then-current term.
For avoidance of doubt, all negotiations pursuant to this Section 6d shall be treated as confidential compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations which is not otherwise independently discoverable shall be disclosed to any third party nor offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration or litigation.
Customer waives the right to dispute any fees not disputed within five (5) calendar days after the date of the applicable invoice.
Provision of CueFit’s Products. CueFit shall make CueFit’s Products available to the Customer pursuant to this Agreement during the Term. The Customer agrees that the Customer’s purchases hereunder are neither contingent on the delivery of any future functionality or features or the delivery of any of CueFit’s other Products or services, nor are they dependent on any oral or written comments made by CueFit regarding potential future functionality or features.
5. PROPRIETARY RIGHTS
5.1 Use of CueFit’s Products. During the Term, the Customer will receive a nonexclusive, non-assignable, right to access and use CueFit’s Products solely for its internal business operations consistent with the terms of this Agreement and the End User License Agreement. The Customer acknowledges that it does not acquire under this Agreement any license to use CueFit’s Products specified in the Proposal in excess of the scope and/or duration of the services pursuant to the End User License Agreement. The Customer acknowledges that this Agreement is a services agreement and CueFit will not be delivering physical copies of the CueFit’s Products to the Customer. CueFit owns all rights, title and interest in and to the CueFit name, Products, logos, brand, trade secrets, trademarks and trade names. The Customer will acquire no right, title or interest in or to CueFit’s name, CueFit’s Products, logotypes, brand, trade secrets, trademarks, or trade names by virtue of this Agreement.
5.2 Intellectual Property. “Intellectual Property” means (a) all inventions of any kind (whether patentable or not, and whether or not reduced to practice), all improvements thereto and all patents, patent applications, and patent disclosures (whether or not filed), together with all reissuances, divisionals, continuations, continuations-in-part, substitutes, extensions and re-examinations thereof, as well as any foreign counterparts of any of the foregoing; (b) all copyrightable works and materials and all copyrights including all applications, registrations and renewals thereof; (c) ideas expressed in any tangible or electronic medium of expression; (d) trade secrets, proprietary formulations, know-how, show-how, research and development results, projections, analyses, models, and other technical information and technology; (e) technical data; (f) computer software; (g) technical know-how; (h) trademarks and servicemarks, both registered and unregistered, as well as all applications, registrations, and renewals thereof; (i) any other legally recognized form of intellectual property; and (j) all rights in or to the foregoing.
All rights, ownership, title, and interest in and to (a) any derivative works or other modifications, add-ons, enhancements or improvements to either party’s Intellectual Property and (b) all Intellectual Property developed (whether jointly or by either party alone) that derives from and incorporates one party’s Intellectual Property shall vest in and be and remain the property of the party who owns the underlying Intellectual Property. To the extent any ownership rights in the Intellectual Property derived by one party would otherwise vest in the other party by operation of law, the parties, in accordance with the foregoing, hereby assign and agree that each party shall assign, in full, such rights to the party owning the underlying Intellectual Property, and will cooperate to take any reasonably necessary steps to effect or perfect such rights.
CueFit’s Product is protected by United States intellectual property law, including, but not limited to, registered trademark, copyright, and U. S. Patent No. 8,767,012. Additionally, CueFit owns the copyright to the look and feel of CueFit’s Product. You may not duplicate, copy, or reuse any portion of the HTML, CSS,
Each party agrees that:
(a) the covenants and agreements contained in this Section I are essential to these Terms and Conditions; (b) each covenant is reasonable and necessary to protect and preserve the Confidential Information and Intellectual Property and the legitimate business interests of each party; (c) irreparable harm, loss, and damage, that cannot be remedied in damages in an action at law, will be suffered by each party should the other party breach any of the covenants and agreements contained herein; (d) a breach of any such covenant and agreement may constitute an infringement of rights in and to the trade secrets of the non-breaching party; (e) each covenants is separate, distinct, and severable not only from the other of such covenants and agreements but also from the other and remaining provisions of these Terms and Conditions; (f) the unenforceability of any other such covenant shall not affect the validity or enforceability of any other provision of these Terms and Conditions; and (g) in addition to other rights and remedies available to it as a matter of law or equity, each party shall be entitled to an immediate temporary injunction and also to a permanent injunction to prevent a breach or contemplated breach by the other party of any of such covenants or agreements for which the posting of a bond is hereby waived.
6. CONFIDENTIAL INFORMATION
“Confidential Information” means all confidential information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) whether orally, electronically or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. CueFit’s Confidential Information shall include, but not be limited to, CueFit’s Product; and Confidential Information of each party shall include the terms and conditions of these Terms and Conditions and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.
The Receiving Party shall:
(a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and Conditions; and (c) except as otherwise authorized by the Disclosing Party in writing, shall limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors, and agents who need such access for purposes consistent with the Terms and Conditions and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to
the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
7. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF CueFit’S PRODUCT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CueFit’S PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CueFit AND CueFit’S LICENSORS (COLLECTIVELY REFERRED TO AS “CueFit” FOR THE PURPOSES OF SECTIONS H AND L) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO CueFit’S PRODUCT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
CueFit DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF CueFit’S PRODUCT, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED BY CueFit’S
PRODUCT WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF CueFit’S PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN CueFit’S PRODUCT WILL BE CORRECTED, OR THAT CueFit’S PRODUCT WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OR USE OF CueFit’S PRODUCT MAY AFFECT THE USABILITY OF THIRD- PARTY SOFTWARE, APPLICATIONS, OR THIRD-PARTY SERVICES.
YOU FURTHER ACKNOWLEDGE THAT CueFit’S PRODUCT IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY CueFit’S PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT, OR WEAPONS SYSTEMS.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CueFit OR A CueFit AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
CueFit DOES NOT PROVIDE ANY WARRANTY OR SUPPORT UNDER THE TERMS AND CONDITIONS FOR ANY PRODUCTS OR SERVICES NOT PROVIDED BY CueFit.
8. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL CueFit BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION, LOSS OR FAILURE TO TRANSMIT OR RECEIVE ANY DATA (INCLUDING WITHOUT LIMITATION COURSE INSTRUCTIONS, ASSIGNMENTS AND MATERIALS), BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE CueFit’S PRODUCT OR ANY THIRD-PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH CueFit’S PRODUCT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CueFit HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL CueFit’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE LESSER OF $5,000.00 OR THE AMOUNT PAID BY YOU TO CueFit IN THE 12 MONTHS PRECEDING THE INCIDENT FOR WHICH YOUR CLAIM FOR DAMAGES ALLEGEDLY FIRST AROSE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9. MEDIATION, CONTROLLING LAW; JURISDICTION; SEVERABILITY
Any and all disputes arising out of or related to Terms and Conditions shall be submitted to mediation before a mutually-acceptable mediator prior to initiation of litigation. The parties shall: (i) mediate in good faith; (ii) exchange all documents which each believes to be relevant and material to the issue(s) in dispute; (iii) exchange written position papers stating their position on the dispute(s) and outlining the subject matter and substance of the anticipated testimony of persons having personal knowledge of the facts underlying the dispute(s), and; (iv) engage and cooperate in such further discovery as the parties agree or mediator suggests may be necessary to
facilitate effective mediation. Mediator, venue, and related costs shall be shared equally by the parties. Venue of the mediation shall be the state of Florida. In the event the parties are unable to agree upon a mediator, the mediator shall be appointed by a court of competent jurisdiction. This provision shall be specifically enforceable according to its terms, including but not limited to an action to compel mediation. The prevailing party in any action to enforce in whole or in part this mediation clause shall be entitled to reimbursement of attorney fees and costs incurred in said action.
Regardless of its place of negotiation, execution, or performance, each party agrees that these Terms and Conditions are governed by and shall be construed in accordance with the laws of the State of Florida, excluding any conflict-of-laws rule or principle that might refer the governance of the construction of the Terms and Conditions to the law of another jurisdiction, and the controlling United States federal law, where applicable. The Terms and Conditions shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Each party agrees to the exclusive jurisdiction of the state and federal courts in and for the Florida Federal District of Florida and Florida County, Florida for any litigation or other dispute resolution relating in any way to these Terms and Conditions. Each party hereby irrevocably waives any personal or subject matter jurisdiction and inconvenient forum objections to the full extent permissible by law.
If for any reason a court of competent jurisdiction finds any provision herein, or portion thereof, to be unenforceable, the remainder of the Terms and Conditions shall continue in full force and effect to the maximum extent possible.
Customer will indemnify, defend, and hold CueFit, and its respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from and against any costs, damages, expenses, losses, damages, demands and expenses, including reasonable attorney fees, and liabilities arising out of, and/or relating to, any claim (“Claim”) arising out of or related to (i) Customer’s acts and/or omissions, (ii) Customer’s use of the Services, and/or (iii) CueFit’s use of the User Content constitutes infringement, violation, trespass, contravention, or breach in the United States of any patent, copyright, trademark, license or other property and/or proprietary right of any third party, and/or constitutes the unauthorized use and/or misappropriation of any trade secret of any third party. CueFit may reasonably participate in such defense, at its sole expense.
11. GENERAL PROVISIONS
11.1 Manner of Giving Notice. All notices, permissions, and approvals hereunder shall be in writing to the recipient designated by the receiving party and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing, or (c) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to CueFit shall be addressed as follows:
Grupo NGN, Inc. 11555 Heron Bay Blvd. 200 Coral Springs, FL 33076
11.2 Entire Agreement. This Agreement and the Proposal, as amended or modified from time to time, constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless duly entered into by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding anything herein to the contrary, CueFit may, at any time, for any reason, in its sole and absolute discretion make changes to this Agreement and any changes to this Agreement will become effective upon Customer’s execution of a new or additional Proposal in which the new terms of this Agreement will be incorporated.
11.3 Representation Regarding Authorization. Each party hereby represents and warrants to the other that: (a) this Agreement has been duly and validly executed and delivered by such party and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; (b) it is duly organized, validly existing and in good standing under the laws of the state/province/country of its organization, and has full power and authority to execute, deliver and perform this Agreement; and (c) the execution, delivery, and performance of this Agreement will not, with or without the giving of notice, the lapse of time or both, conflict with or violate any provision of law, rule or regulation to which such party is subject or cause a breach of any agreement, contract, or instrument to which such party is a party.
11.4 Costs of Enforcement. If any party hereto is required to retain legal counsel in order to enforce its rights under this Agreement, with or without the commencement of a formal legal action, such party shall be entitled to recover its attorneys’ fees and costs related to such enforcement from the breaching party.
11.5 Assignment/Benefits. The Customer shall not assign, delegate, or sublicense its rights under this Agreement without the express written consent of CueFit, in CueFit’s sole discretion. Notwithstanding the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective authorized successors and assigns.
11.6 Reference. The Customer grants CueFit authorization to utilize the Customer name and success stories resulting from the implementation and utilization of CueFit’s Products as a reference.
11.7 WAIVER OF JURY TRIAL. YOU HEREBY WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THE TERMS AND CONDITIONS.
11.8 Waiver. No failure or delay by CueFit in exercising or enforcing any right or provision under the Terms and Conditions shall constitute a waiver of that right or provision unless so expressed in writing by an authorized representative of CueFit. Any such waiver will not be construed as a waiver of any other term, condition, or provision except as provided in the writing, nor as a waiver of any subsequent breach of the same term, condition, or provision.
11.9 Attorney’s Fees. In the event of a legal action or other proceeding arising under the Terms and Conditions or a dispute regarding any alleged breach, default, claim, or misrepresentation arising out of the Terms and Conditions, whether or not a lawsuit or other proceeding is filed, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, whether incurred before suit, during suit, or at the appellate level. The prevailing party shall also be entitled to recover any attorneys’ fees and costs incurred in litigating the entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of attorneys’ fees and costs due to it. Such recoverable costs shall specifically include, but not be limited to, costs of investigation; costs of copying documents and other materials, whether for discovery, filing with the court, internal review, or any other purpose; costs for electronic discovery; electronic research service charges; telephone charges; mailing, commercial delivery service, and courier charges; travel expenses, whether for investigation, depositions, hearings, trial, or any other purpose; information-technology
support charges; any and all consultant or expert witness fees, whether or not such fees are incurred in connection with a court-ordered report or testimony at a deposition, hearing, or trial; court reporter and transcript fees, whether for deposition, trial, or an evidentiary or non-evidentiary hearing; mediator fees;
and any other reasonable cost incurred by the prevailing party in connection with the dispute.
11.10 Force Majeure. CueFit shall not be liable for any losses arising out of the delay, failure, or interruption of its performance of obligations under the Terms and Conditions due to any act of God, act of governmental authority, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, communication or utility failures, internet service provider failures or delays, or denial of service attacks, unplanned system down time, or any other cause beyond CueFit’s reasonable control.
11.11 Language. Any translation of the Terms and Conditions is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of the Terms and Conditions shall govern, to the extent not prohibited by local law in your jurisdiction. All correspondence, all contracts, all training materials, and all materials exchanged between the parties shall be in English. If you desire any translations from English, you shall be responsible for such translation and any expenses related thereto. CueFit has the right to review such translations.