1. VENDOR IN GOOD STANDING. Vendor agrees to be contacted by FS-ISAC for the purpose of verifying (1) the existence of the company; (2) accuracy of address and physical location; and (3) the applying individual is a valid employee of the applicant company with authority to bind the Vendor. Vendor agrees to promptly, notify the FS-ISAC if Vendor becomes aware that its eligibility status has changed.
2. PAYMENT. As payment for the Services, Vendor will pay to FS-ISAC the fees as described in the Order Documents (collectively, the “Fees”). Payment will be made by credit card, ACH or wire bank transfer, or Purchase Order. Purchase Order or PO# information must be provided at time of Agreement. FS-ISAC does not sign Purchase Orders and PO payment terms may not supersede payment terms in Order Documents. By providing credit card or bank account information to FS-ISAC, Vendor authorizes FS-ISAC to charge the credit card or debit the account indicated for Annual Fees. Vendor understands that this authorization will remain in effect until the Termination or until Vendor cancels the authorization in writing at least 30 days prior to renewal date. Vendor agrees to notify FS-ISAC in writing of any changes in account information at least 30 days prior to the next billing date. Unless otherwise set forth in the Agreement, all Fees are due annually in advance and are not cancelable or refundable with the first annual payment is due as a deposit at the time of execution of the Affiliate Agreement. Vendor has 30 days to comply with payment method agreed upon. If any Fees remain unpaid past the due date, FS-ISAC may suspend provision of all or part of the Services until such unpaid amounts are paid in full. All Fees are stated in U.S. Dollars. Upon at least sixty (60) days prior written notice to Vendor, FS-ISAC may change the Fees for a renewal term.
3. TAXES. All Fees are exclusive of all present and future sales, use, excise, value added, goods and services, withholding and other taxes, and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the Offerings which shall be invoiced to and paid by the Vendor. Any required taxes that are known to FS-ISAC at the time of Agreement are shown on the Order Documents. If Vendor is required by law to make any deduction or withholding on any payments due to FS-ISAC, Vendor will notify FS-ISAC and will pay FS-ISAC any additional amounts necessary to ensure that the net amount FS-ISAC receives, after any deduction or withholding, equals the amount FS-ISAC would have received if no deduction or withholding had been required. Additionally, Vendor will provide to FS-ISAC evidence, to the reasonable satisfaction of FS-ISAC, showing that the withheld or deducted amounts have been paid to the relevant governmental authority.
4. TERM AND TERMINATION. This Agreement is effective upon execution of the Agreement and Vendor understands that this authorization will remain in effect unless terminated by either party or until Vendor cancels the authorization in writing at least 30 days prior to renewal date. Vendor may terminate this Agreement without cause 30 days prior to renewal date.
5. SYSTEM. Vendor understands that FS-ISAC will have periodic downtime, although FS-ISAC will use reasonable commercial efforts to minimize downtime and the duration of each instance of downtime.
6. ASSIGNMENT. Neither party may assign this Agreement, or its rights and obligations hereunder, without the prior written consent of the other party except that Vendor may assign this Agreement or any rights or obligations hereunder to a parent, subsidiary or affiliate upon written notice to FS-ISAC. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns.
7. OPERATING RULES AND EULA: Vendors agree to the terms and conditions of this Agreement, the FS-ISAC Operating Rules and the End User License Agreement (collectively, the "Rules"). The Rules are incorporated into this Agreement by reference herein and FS-ISAC reserves the right to revise such Rules from time to time. The Vendor and its agents may not modify or waive any term of this Agreement.
8. NOTICES; NOTIFICATION OF CHANGES. Any notice required or permitted to be given under this Agreement shall be given in writing and shall be hand delivered, sent by certified or registered mail or sent by overnight courier service to the (a) Vendor as set forth in this Agreement, or at such address or e-mail address as it may have specified in writing to the FS-ISAC, and (b) to FS-ISAC at the below address or at such location as FS-ISAC shall have specified in writing to Vendor as its principal office.
FS-ISAC, Inc. - ATTN: Vendor Services
12120 Sunset Hills Road, Suite 500
Reston, VA 20190 United States
9. INDEPENDENT CONTRACTORS. Nothing in this Agreement shall make FS-ISAC and Vendor partners, joint ventures or otherwise associated in or with the business of the other. The Vendor is and shall always remain an independent contractor. Neither party shall be liable for any debts, accounts, obligations or other liabilities of the other party, its agents or employees. The parties are not authorized to incur debts or obligations of any kind, on the part of or as agent for the other except as may specifically be authorized in writing.
10. ENTIRE AGREEMENT. The provisions of this Agreement, including all documents incorporated herein by reference, such as the Rules, constitute the entire agreement between the parties and supersede all prior agreements and understandings relating to the subject matter hereof.11. WAIVER. No failure on the part of one party to exercise, or delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy by such party preclude any other or further exercise thereof or the exercise of any other right or remedy.