Terms and Conditions

This MASTER CUSTOMER AGREEMENT (the "Agreement") is entered into as of December 1st, 2024  ("Effective Date") between Coulson Technologies, an IT Services Company, located at 871 Clare Lane, York PA 17402 (“Coulson”) and  (“Customer”).  The included updated terms and conditions supersede all prior agreements and remain in perpetuity. 
 
Scope of Agreement
SCOPE OF AGREEMENT. All pages in this document are part of this Agreement. This agreement serves as a master agreement and applies to the customer's and its Affiliates’ purchases from Coulson, or any of its Affiliates, or services (“Services”), as well as licenses for software, hardware, support and maintenance services, and/or subscription services (collectively, "Coulson Care"). For purposes of this Agreement, "Affiliate" means any entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or under common control with Customer or Coulson, as the case may be. No Product will be provided under this Agreement alone, but (a) with the exception of Services, will require the execution of one or more addenda relating to the Product ("Addenda"), and may require the execution of (b) a written or electronic order form, or other mutually acceptable order documentation (including, without limitation, Statements of Work for Services) (each, an "Order"), which contains terms relating to one or more Addenda and/or this Agreement, each of which must be executed by both parties. The Services to be rendered to customer must be further described in one or more Statements of Work, which upon the signature by both parties is deemed incorporated in this Agreement for all purposes, and may contain the information listed in Exhibit A and be substantially in the form of Exhibit B. In the event of any conflict between the terms of the Statement of Work and those of this Agreement, the terms of the Statement of Work will prevail.
 
Term and Termination
Term: This Agreement will begin on the Effective Date and will continue for 1 year of until each Addendum expires or is terminated (eg. Microsoft Licensing). Coulson may: (a) terminate a specific Order if Customer fails to pay any applicable fees due for that Order within fifteen (15) days after receipt of written notice from Coulson of non-payment, and/or (b) terminate this Agreement or an Addendum if Customer commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from Coulson. The Customer will be bound for the entire Term of this Agreement. “Term” is defined as the period of time beginning on the Effective Date and ending on the date set forth in this agreement, or, if later, the expiration date of any SOW. If the this agreement does not contain a termination date, the Term shall be deemed to end on the later of the one-year anniversary of the Effective Date and the expiration date of any SOW. Except as otherwise specified in an this agreement, at the end of any Term, subscriptions will automatically renew for additional Terms equal to the greater of the expiring Term length or one year, unless either party gives the other party notice of non-renewal at least 60 days before the end of the relevant Term. Except as otherwise specified in this agreement, pricing during any automatic renewal Term will be the same as that during the immediately preceding Term plus an increase not to exceed twenty percent (20%) plus any increase in the Consumer Price Index published by the U.S. Bureau of Labor Statistics during the immediately prior year, in Coulson Technologies sole discretion.

2 (b) Termination of Services: Termination of Services: Services subscribed to for the Customer through Coulson must be paid in full for the remainder of the contract term. In the event of early termination by the Customer, an early termination fee equal to fifty percent (50%) of the total remaining contract value due, as specified in the applicable Order(s) or Statement(s) of Work, will be immediately due and payable to Coulson. The "total remaining contract value due" is defined as the sum of all unpaid fees, including subscription fees, licensing costs, and other recurring charges, for the remainder of the contract term as outlined in the relevant Order(s) or Statement(s) of Work. Additionally, any costs incurred by Coulson on behalf of the Customer prior to termination must be paid in full upon contract termination, and all accounts must be settled prior to, or on, the final invoice. Coulson may also terminate this agreement by written notice if the Customer has failed to make full payment for an invoice sent pursuant to this agreement for 30 or more days since receiving the invoice. Coulson may terminate this agreement on 30 days' written notice for any reason.

2 (c) Termination: Customer may terminate this agreement at anytime with 60 days written notice. Upon any termination of the right to use a Product, Customer will immediately uninstall (if the Product is software) and cease to use the terminated Product and, upon Coulson's written request, immediately return such Product to Coulson, together with all related documentation, and copies thereof. Upon written request of Coulson, Customer will promptly certify in writing to Coulson that all copies of the Product have been returned and that any copies not returned have been destroyed. If a Statement of Work is terminated, customer will promptly pay Coulson for Services rendered, and expenses incurred through the termination date. Coulson may terminate any license granted for a Deliverable (as defined below) if (i) Customer does not pay Coulson for that Deliverable in accordance with this Agreement, or (ii) if customer materially breaches any part of Section 4 of this Agreement. Customer’s termination under this Section 2(c) does not relieve its obligation to pay for the remainder of the contract term as set forth in Section 2(b).
 
Payment and Delivery
PAYMENT AND DELIVERY. Customer will pay Coulson all fees due upon receipt of an invoice specifying the amounts due ("Fees"). All Fees payable under this Agreement are exclusive of sales, use, VAT, customs duties, excise, and any other applicable transaction taxes, which customer will pay (excluding taxes based upon the net income of Coulson). All Product is FOB shipping point. All Fees will be detailed in an Order. Unless otherwise stated in a Statement of Work, Customer agrees to pay or reimburse Coulson for all actual, necessary, and reasonable expenses incurred by Coulson in the performance of such Statement of Work, which is capable of verification by a receipt. Coulson will submit invoices to customer for such fees and expenses either upon completion of the Services or at stated intervals, in accordance with the applicable Statement of Work. If Coulson must take any action to collect any monies or to enforce its rights under this Agreement, it shall be entitled to recover all costs incurred, including interest and reasonable attorney’s and collection's fees.

3.1 (b) Coulson shall have the right to suspend the provision of service temporarily or to terminate the subject SOW, with or without terminating this Agreement, if and whenever Client (i) fails to pay Coulson any monthly fee in advance by 3 business days after its due date or (ii) fails to pay Coulson any other amount due under this agreement or an SOW within 30 days of its due date; and if the advanced fee payment is not timely paid by Client is the first such payment under the SOW, then Coulson shall have no obligation to commence the provision of any Services under that SOW until that advanced fee is paid. Each Party will be responsible for its own taxes properly levied on it by virtue of its undertakings hereunder. Coulson reserves the right to any fees that it charges for any reason. Delinquencies over sixty (30) days will be subject to 5% interest per month as well as all costs associated with the collection of the delinquent balance.

3.2 (c) Guarantor agrees to be responsible for all costs, fees and charges on unpaid balances including, but not limited to, 2% interest per month (20% annually), collection fees (up to 50%), court costs and reasonable attorney fees. Guarantor agrees to personally guarantee, jointly and severally, prompt payment of all sums
3.3 In the event of a declined credit card transaction, returned ACH payment, or returned check, a bad funds fee will be charged. This fee is to cover the administrative costs associated with handling such occurrences. The Client shall be notified promptly of any such issues, and the fee will be added to the Client’s next invoice. The Client is responsible for ensuring that all payment methods are valid and have sufficient funds to cover the agreed-upon charges.
 
Proprietary Rights and Confidentiality
4.1. Proprietary Rights. Coulson, or its Affiliates or licensors, retain all right, title and interest in any and all intellectual property, informational, industrial property and moral rights in the Product, and copies thereof. Coulson neither grants nor otherwise transfers any rights of ownership in the Product to Customer. The Product is protected by applicable copyright and trade secrets laws, and other forms of intellectual property, informational and industrial property protection.

4.2.1 IT Services & Software - Product. Customer may only use and disclose Product in accordance with the terms of this Agreement and applicable Addenda. Coulson reserves all rights in and to the Product not expressly granted in this Agreement. Customer may not disassemble or reverse engineer any software Product, or decompile or otherwise attempt to derive any software Product's source code from executable code, except to the extent expressly permitted by applicable law despite this limitation, or provide a third party with the results of any functional evaluation, or benchmarking or performance tests on the Products, without Coulson’s prior written approval. Except as expressly authorized in this Agreement or an Addendum, Customer may not (a) distribute the Product to any third party (whether by rental, lease, sublicense or other transfer), or (b) operate the Product in an outsourcing or service provider business to process the data of third parties. Additional usage restrictions may apply to certain third-party files or programs embedded in the Product - applicable installation instructions or release notes will contain the relevant details.
 
Software Development
4.2.2 Software Development Product. Software developed for Customer (paid development) is the property of the Customer. The client keeps all Intellectual Property Rights and Source-code created.
(a)   Support Contract: When a support contract options is used, Coulson will provide best efforts to ensure continuity of business, database integrity, security, performance and monitoring for the Customer. Coulson will also use industry best practices and development standards for the system development.
(b)   Bug Free Promise: No bugs or system defects will be introduced for any data or code. Any bugs or vulnerabilities discovered will be addressed within the warranty window, or under maintenance, additional fees may apply.

4.3. Services Deliverables Licensed Under This Agreement.
(a)   License. Subject to the terms of this Agreement, Coulson grants customer a perpetual, non-exclusive, non-transferable license to use and modify all programming, documentation, reports, and any other deliverables provided as part of the Services (“Deliverables”) solely for its own internal use.
(b)  Pre-Existing License Agreements. Any software product provided to Customer by Coulson as a reseller for a third party, which is licensed to customer under a separate software license agreement with such third party (such agreement, an “SLA”), will continue to be governed by the SLA. The fulfillment of the Services will not relieve or alter the obligations or responsibilities of either party or of any third party in regard to the software product licensed under the SLA.
(c)  Ownership. Coulson owns all right, title and interest in the Deliverables, including all intellectual property rights embodied therein. Nothing in this Agreement is intended to or will have the effect of vesting in or transferring to Customer rights in Coulson’s or its affiliates’ or its or their suppliers’ software, methods, know-how or other intellectual property, regardless of whether such intellectual property was created, used or first reduced to practice or tangible form in the course of performance of the Services, whether solely by Coulson or jointly with customer.

4.4  Mutual Confidentiality. This Section sets out the terms for identification of information which is considered confidential and proprietary by a party (the “Discloser”), and restrictions against use and disclosure of such Confidential Information after disclosure to the other party (the “Recipient”).
(a)  Definition. The term “Confidential Information” means all proprietary or confidential information that is disclosed to the Recipient by the Discloser, and includes, among other things (i) any and all information relating to products or services provided by a Discloser, its customer-related and financial information, source and executable code, flow charts, drawings, techniques, specifications, development and marketing plans, strategies, forecasts, and sales and marketing materials; (ii) the Product; and (iii) the terms of this Agreement. Confidential information does not include information that Recipient can show: (A) was rightfully in Recipient’s possession without any obligation of confidentiality before receipt from the Discloser; (B) is or becomes a matter of public knowledge through no fault of Recipient; (C) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or (D) is or was independently developed by or for Recipient.
(b)   Disclosure Restrictions. The Recipient may not disclose Confidential Information of Discloser to any third party without the prior written consent of Discloser.
(c)   Proprietary Legends. The recipient may not remove, obscure, or alter any proprietary legend relating to the Discloser’s rights on or from any form of Confidential Information of the Discloser, without the prior written consent of the Discloser, except as expressly authorized in an Addendum.
 
Allocation of Risk
 
5.1. Disclaimer of Damages. EXCEPT FOR VIOLATIONS OF SECTION 4, NEITHER PARTY IS LIABLE to the other party, or its affiliates or licensors, for ANY SPECIAL, indirect, incidental, PUNITIVE or consequential damages ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCT (INCLUDING WITHOUT LIMITATION lost profits, lost computer USAGE, AND damage or loss of USE OF data), EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, and irrespective of the negligence of either party or WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT or CONTRACT law.
 
5.2. Limitation of Liability. COULSON'S LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT PAID BY CUSTOMER FOR THE APPLICABLE PRODUCT OR FEES RECEIVED FROM CUSTOMER FOR THE 12-MONTH PERIOD PRECEDING THE INCIDENT THAT GAVE RISE TO THE DAMAGES AT ISSUE.
 
5.3. Injunctive Relief. Both parties acknowledge that their violation of Section 4 may cause the other party immediate and irreparable harm. In the event of such breach, the breaching party agrees that the other party may seek, in addition to any and all other remedies available at law, an injunction, specific performance or other appropriate relief.
 
Services Specific Terms
 
6.1. All Necessary Rights. If, as part of Coulson’s performance of Services, Coulson is required to use, copy or modify any third-party system (hardware, software or other technology) provided or licensed to customer, then prior to Coulson’s performance of such Services, Customer will acquire all rights necessary for Coulson to perform such Services.
 
6.2. Limited Warranty. Coulson warrants that the Services performed will be of a quality conforming to generally accepted practices that are standard within the software services industry for a period of ninety (90) days from completion of the Services under the applicable Statement of Work. Customer’s exclusive remedy and Coulson’s entire liability under this warranty will be for Coulson to re-perform any non-conforming portion of the Services within a reasonable period of time, or if Coulson cannot remedy the breach during such time period then refund the portion of the fee attributable to such non-conforming portion of the Services. This warranty will not apply to the extent Customer, its contractors or agents have modified any Deliverable unless otherwise authorized by Coulson in writing. THIS WARRANTY AND CONDITION IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS. THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
 
Miscellaneous and Other Provisions
7.1. Severability. Should any provision of this Agreement be invalid, or unenforceable, the remainder of the provisions will remain in effect. In the event of a dispute, the prevailing party in any litigation or arbitration will be entitled to recover its attorneys’ fees and cost incurred from the other party.

7.2. Notices. Unless otherwise provided, notices to either party will be in writing to the address indicated above, or as later amended, and deemed effective when received.

7.3. Verification. Upon Coulson’s written request, customer will provide Coulson with a certification signed by an officer of customer verifying that Product is being used pursuant to the terms of this Agreement, including without limitation the licensed capacity of the Product. Coulson may, at its expense, audit Customer's use of Product to confirm customer’s compliance with this Agreement. Any such audit will be conducted during regular business hours at customer’s facilities and will not unreasonably interfere with customer’s business activities. If an audit reveals that customer has underpaid Fees to Coulson, Customer will pay such underpaid Fees. If the underpaid Fees exceed five percent (5%) of the Fees paid, then customer will also pay Coulson’s reasonable costs of conducting the audit.

7.4. Assignment. Customer may not assign this Agreement, or any rights granted in this Agreement to any third party, except with the prior written consent of Coulson.

7.5. No Waivers. Failure of a party to require performance by the other party under this Agreement will not affect the right of such party to require performance in the future. A waiver by a party of any breach of any term of this Agreement will not be construed as a waiver of any continuing or succeeding breach.

7.6. Force Majeure. Any delay or failure of any party to perform any obligation under this Agreement caused by governmental restrictions, labor disputes, storms or natural disasters, emergency, or other causes beyond the reasonable control of the party, will not be deemed a breach of this Agreement. This provision does not apply to the payment of monies or any breach of Section 4.

7.7. Independent Contractors. The parties are independent contractors of each other, and no partnership or joint venture is intended or created by this Agreement.

7.8. Entire Agreement. This Agreement, together with each Addendum and Order, constitutes the entire agreement between Customer and Coulson and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, concerning this subject matter. This Agreement and each Addendum and Order may be modified only in a mutually signed writing between Customer and Coulson. In the event of a conflict between this Agreement, any Addendum or an Order, the terms of the Order will control, followed by the terms of the applicable Addendum and then this Agreement.

7.9. Export Controls. Customer will cooperate with Coulson as reasonably necessary to permit Coulson to comply with the laws and regulations of the United States and all other relevant countries, relating to the control of exports (“Export Laws”). Customer may not import, nor export or re-export directly or indirectly, including via remote access, any part of the Product into or to any country for which a validated license is required for such import, export or re-export under applicable Export Laws, without first obtaining such a validated license.

7.10. Referencing. Customer agrees that Coulson and its Affiliates may refer to customer as a customer of Coulson, both internally and in externally published media. The customer also agrees to instruct appropriate personnel within its organization that the Customer has agreed to receive and participate in calls, from time to time, with potential customers of Coulson who wish to evaluate the technical specifications of the Product.

7.11. Dispute Resolution and Governing Law. Except for a collection action by Coulson, any disputes arising pursuant to this Agreement shall be subject to arbitration administered through the York County Court of Common Pleas under its commercial arbitration rules. The laws of the Commonwealth of Pennsylvania shall govern this Agreement. Any disputes arising hereunder shall be heard and decided in York County, Pennsylvania.

7.12. Survival. Sections 2, 3, 4, 5, 6, and 7 will survive the termination or expiration of this Agreement.

7.13. By agreeing to receive messages from Coulson Technologies, you understand that message frequency varies and message/data rates may apply. Reply STOP to opt out.

Change Log

• v 4.2 - 3/31/2025 - updated 7.12, and 2(b)

• v 4.1 - 3/21/2025 - added 7.13 for mobile communications

• v 4.0 - 2/22/2025 - move website to new hosting platform with same URL /terms

• v 3.2 - 12/23/2024 - added Microsoft, and numbers

• v 3.1 - 10/21/2024 - New Look

• v 3.0 - 9/31/2024 

• v 2.1 - 9/23/2024

• v 2 - 9/19/2024

• v 1 - 6/14/2023