CisCom Solutions Master Agreement

This Master Agreement ("Agreement") is made between CisCom Solutions, LLC, a Kentucky limited liability company ("CisCom") and Customer. All sales are subject to the terms and conditions set forth herein.

1. Services AND MERCHANDISE PROVIDED: CisCom agrees to provide services, merchandise, and products (hardware and software) subject to the terms and conditions described in this Agreement and related documents. Customer agrees to purchase and CisCom agrees to provide services, merchandise and products (hardware and software) upon and subject to quotes from CisCom accepted by Customer, which quotes and acceptances shall be deemed to incorporate the terms and conditions described in this Agreement, which shall supersede any preprinted terms and conditions of any Customer purchase orders, acceptances or acknowledgments, and this Agreement and the other provisions of accepted quotes shall govern the parties obligations and responsibilities related thereto.

2. RATES: Customer shall pay the fees and all other amounts as set forth in a quote accepted by Customer. Rates quoted for services apply during the business hours of 9am to 5pm Monday-Friday (excluding holidays). After hours and weekends will be billed at 1.5 times the base rate. Holidays will be billed at 2 times the base rate. There is a minimum one-hour fee for on-site response. The base hourly fee for remote workstation support or telephone support is billed in 15-minute increments with a 15-minute minimum. The foregoing rates and fees may be modified by CisCom in the quote.

Any non-hourly fees and related services will be specified in CisCom quotes. A non-hourly fee quote shall be subject to the terms of this Agreement, and CisCom's customary hourly rates for services beyond such non-hourly fees shall apply to the extent not specifically modified by such quote.

Hourly rates quoted, and non-hourly fee quotes may be modified by CisCom from time to time, including upon 30 days prior notice to Customer by CisCom with respect to quotes accepted by Customer. In addition, CisCom may increase fees for services, products, or merchandise, upon notice to Customer, at any time during the term of this Agreement in the event of a change in subscription, license, or other fees of any Third-Party Provider (as defined below) in relation to such services, products, or merchandise. Ciscom may also, upon notice to Customer, increase the price for products or merchandise included in a quote after acceptance by Customer in the event of a price increase by CisCom's supplier, including as a result of a tariff or other cost increase to CisCom for such products or merchandise.

3. MERCHANDISE: All hardware, software, and related costs will be billed as quoted or with customary markup. Hardware may or may not be sold with a manufacturer's warranty. CisCom provides no additional warranty unless expressly stated in writing from CisCom. From time to time CisCom may offer for sale items that are demonstration units, refurbished, or used. All such items are sold AS-IS and are not returnable. Quotations for services or products or merchandise do not include currency exchange fees, travel or other expenses or sales tax, use tax, value added tax or the like or shipping unless these items are explicitly stated as included in the price. Customer is responsible for all such fees and expenses and the cost of sales tax, use tax, value added tax and the like, and shipping of all products and merchandise. CisCom does not guarantee the price or the availability of products, merchandise or services quoted.

4. SHIPPING: Title to merchandise and products and risk of loss or damage during shipment pass from CisCom to Customer upon delivery to the carrier (F.O.B. Origin, freight prepaid and added). Where Customer has not specified method of shipment, CisCom will endeavor to ship in the most economical way consistent with delivery requirements unless previously specified in writing and signed by the Customer.

5. DAMAGES OR LOSS IN SHIPMENT: Any claim for damage, loss, or delay must be made against the carrier. CisCom's responsibility for such damage, loss or delay ceases upon delivery to the carrier for shipment by the carrier.

6. RETURNS: Manufacturer restrictions apply to products and merchandise, as detailed below, and as updated from time to time. Customer may obtain additional details and any applicable updates from their CisCom Account Manager and may obtain manufacturer contact information by contacting CisCom Customer Service.

7. RETURN RESTRICTIONS

  1. Special Orders. CisCom does not carry hardware or software in inventory and all products and merchandise sold are considered specially ordered. As such, these products may be non-returnable or may have unique return restrictions provided at the time of sale. More information may be provided by your CisCom Account Manager or by CisCom Customer Service.
  2. Defective Product Returns. Customer may return most defective products directly to CisCom within fifteen (15) days of invoice date and receive, at CisCom’s option, credit, replacement, exchange, or repair. After fifteen (15) days, only the manufacturer warranty, if any, applies.

8. SECURITY INTEREST: Customer grants to CisCom and CisCom reserves the right to and maintains a security interest in the goods specified on the face of a quote, until the full payment of the purchase price, fees or other amounts stated in the quote have been made by the Customer. Customer grants CisCom the right to sign and file, on behalf of the Customer, any UCC-1's or other documents that CisCom may deem advisable in order to perfect its security interest.

9. Payment Terms: All invoices to Customer shall be due within 10 days of date of invoice unless otherwise provided in the CisCom quote to Customer. CisCom may require and invoice Customer for deposits prior to ordering products and merchandise or supplying services. There is a $35.00 charge on returned checks. Any unpaid sums not paid when due shall bear interest at the rate of 1.5% percent per month (18% APR). Costs of collection including without limitation reasonable attorneys' fees shall be borne by the Customer.

10. CERTAIN CUSTOMER OBLIGATIONS: Customer shall:

  1. Identify one individual to be CisCom’s primary contact with Customer, as well as another individual who will be CisCom’s secondary contact with Customer (the “Admins”). The Admins shall be the primary points of contact for day-to-day consultation, troubleshooting, and decision-making with respect to the services, merchandise, and products provided by CisCom. Customer shall vest each of the Admins with the requisite authority, skill, experience, and other qualifications to perform in such capacity.
  2. Provide CisCom access to the business and any computers and other hardware and peripherals to be serviced or maintained by CisCom.
  3. Identify to CisCom all of Customer’s employees and contractors who will use the services, merchandise, or products provided by CisCom (collectively, the “Authorized Users”).
  4. Be responsible for the use of the services, merchandise, or products by the Authorized Users and any other person or entity under the control or supervision of Customer and shall take commercially reasonable efforts to safeguard Authorized Users’ credentials for access to, or use of, the services, merchandise, or products.
  5. Take all measures necessary to prevent unauthorized access, use, copying or alterations to the services, merchandise, or products by its Authorized Users and any third party, and notify CisCom promptly if Customer learns of any unauthorized access, use, alteration or copying of any of the services, merchandise, or products by any of its Authorized Users or any third party.
  6. Not copy, modify, reproduce, decompile, or reverse engineer any of the services, merchandise, or products in any way.
  7. Review, agree to, and comply with any agreements, including without limitation software licenses, and terms of service of Third-Party Providers (as defined below) provided to Customer, prior to using and in-connection with the use of any associated Third-Party Offerings (as defined below) in connection herewith and abide by the rules set forth therein.
  8. Comply with all applicable local, state, national, and foreign laws in using the services, merchandise, or products.
  9. Provide, at Customer’s expense: all computer hardware, software, and related materials that are required for CisCom to provide the services, merchandise, or products; all equipment necessary to establish a connection with the Internet, and a connection to the Internet (except to the extent provided in a quote); and all other information, user and administrative passwords, and facilities as requested by CisCom as required for CisCom to provide the services, merchandise, or products.

11. Term of Agreement: This Agreement shall commence on the Customer’s acceptance of the quote and unless terminated by CisCom pursuant to Section 12, continue until the later of (i) the period of time necessary for CisCom to provide the services, products, and merchandise in such quote (ii) until all obligations of Customer, including without limitation payment obligations of Customer to CisCom have been fulfilled; (iii) the period of time set forth in any quote, or (iv) if any Third Party Offerings are involved, the period of time required by such Third Party Offering.

12. TERMINATION: CisCom shall have the right to terminate any quote (or the provision of any services, merchandise, or products thereunder) upon notice to Customer (i) immediately if Customer fails to timely pay fees or any other amounts due under this Agreement; or (ii) Customer breaches any other covenant, agreement, term, or provision of the Agreement, and such breach by Customer continues for more than 30 days after notice from CisCom to Customer specifying the nature of breach; or (iii) upon 30 days written notice to Customer by CisCom for CisCom's business convenience..

13. Effect of Termination or Expiration:

  1. In the event this Agreement is terminated for any reason before completion of CisCom's services ordered by Customer, or payment by Customer for any Customer ordered products or merchandise, in addition to any other rights and remedies of CisCom, Customer shall pay CisCom all accrued but unpaid fees, taxes, authorized expenses, and other amounts payable hereunder (it being hereby expressly agreed by Customer that for any merchandise, products or services provided to Customer by CisCom on a monthly or “subscription” basis, CisCom may charge, and Customer shall pay, all accrued but unpaid subscription or similar fees through the date of termination and unless terminated by CisCom pursuant to part (iii) of Section 12, all monthly, subscription or similar fees through the remaining term of CisCom’s agreement with Customer or the applicable Third-Party Provider). In addition, Customer shall pay CisCom the price of any ordered products or merchandise.
  2. Upon any termination of this Agreement, in the event that Customer is in possession of any product or merchandise, including without limitation software or hardware provided by CisCom and not owned by Customer, or any Third-Party Offering, Customer shall promptly discontinue all use thereof and promptly return such to CisCom f.o.b. CisCom's place of business, at Customer's expense. In addition, CisCom shall have the right to disable, remove or otherwise terminate Customer's use of such items and Customer hereby grants CisCom and its designees the right to access and enter any premises, systems or other property necessary to effect any such disabling, removal or termination of use, and Customer agrees to cooperate fully with CisCom in connection therewith and pay all costs of CisCom and its designees, including without limitation labor and third party services related thereto. Customer shall indemnify and hold harmless CisCom and its designees from any and all claims, liability, loss and expense occasioned by Customer's failure to abide with any of the foregoing, and any such disabling, removal, termination, access and entry.

14. Force Majeure: Customer acknowledges and agrees that CisCom shall not be responsible for any failures or delays in performing services or providing merchandise which are caused by actions or events outside of CisCom’s control. Such actions include but are not limited to hardware failure, network interruptions, actions taken by internet service providers or other third parties, Acts of God, acts of civil or military authority, fires, wars, riots or terrorist acts, earthquakes, storms, typhoons and floods, availability of merchandise and delays of manufacturers or other suppliers. Furthermore, Customer acknowledges that related repair and reinstallation services are not included within the scope of Managed Services Plans. If CisCom’s ability to render services is impaired by circumstances beyond the control of CisCom, CisCom may choose not to provide services.

15. THIRD PARTY OFFERINGS:

  1. In providing the services, products, and merchandise hereunder, CisCom may use, and provide Customer access to, services, software, documents, data, content, products, equipment, or components that are not proprietary to CisCom (collectively, “Third-Party Offerings”). All Third-Party Offerings also include the terms and conditions of the applicable agreements with the providers (“Third-Party Providers”) of such Third-Party Offerings (collectively, the “Third-Party Terms”). Customer shall comply with all such Third-Party Terms and any action or inaction by Customer that causes a breach by CisCom of any such Third-Party Terms will be deemed a breach of the Agreement by Customer. For the avoidance of doubt, because CisCom is extending Third-Party Offerings to Customer through the Third-Party Terms, Customer has rights and obligations, if any, under the Third-Party Terms only by and through CisCom as the party thereto.
  2. CisCom may, at its option, suspend, terminate or disable Customer’s access to any Third-Party Offerings (and CisCom’s provision of any services, products, or merchandise related thereto) if (i) a Third-Party Provider discontinues a Third-Party Offering or (ii) Customer takes, or omits to take, any action that could cause CisCom to breach any payment or other provision of any applicable agreements with a Third-Party Provider, including without limitation Customer’s non-payment of any fees pertaining to Customer’s use or receipt of any Third-Party Offerings. Customer acknowledges and agrees that CisCom has no obligation to Customer to pay any Third-Party Provider unless and until Customer makes timely payment to CisCom of any fees and other amounts pertaining to the applicable Third-Party Offerings provided by such Third-Party Provider.

16. CUSTOMER DATA: Customer represents and warrants to CisCom that Customer owns or otherwise has and will have the necessary rights and consents in and relating to all data provided by Customer or its designees in connection with Customer’s receipt of products, merchandise and services hereunder (“Customer Data”) so that, as received by CisCom and used by CisCom in accordance with the Agreement, the Customer Data does not and will not infringe, misappropriate or otherwise violate any intellectual property rights, any privacy or other rights of any third party, or violate any applicable law or ethical rule. Within 10 business days following the later of the expiration or earlier termination of this Agreement or the date that Customer has paid to CisCom all fees, expenses, and other amounts due and owing under this Agreement (including without limitation any estimate for costs associated with such return), at Customer's written request received by CisCom not later than 5 business days following such expiration or termination, CisCom shall return, or to the extent not in CisCom’s possession or custody shall reasonably endeavor to cause to be returned, to Customer or Customer’s designee, all Customer Data in an electronic format that is readable and reasonably usable by Customer. All costs, including without limitation for CisCom's labor and third party services, related to the return of such Customer Data shall be the responsibility of Customer and paid to CisCom by Customer, and CisCom may, as a condition to any obligation of CisCom to return such Customer Data, require payment of an estimate related to such return by Customer prior to such return. Notwithstanding anything in the foregoing to the contrary, CisCom has no obligations with respect to the use, storage, or preservation of Customer Data, and CisCom shall not be liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data. The 5th business day period for receipt of a written request from Customer and payment of all amounts by Customer, as set forth above, are of the essence, and Customer agrees that CisCom shall be free to delete and destroy any Customer Data if Customer has not strictly complied with such obligations.

17. Confidential Information: Neither CisCom nor Customer shall disclose to any non-party to the Agreement any confidential information of the other (unless required by law or unless required by CisCom to enforce it rights under this Agreement). Confidential information is information which relates to research, development, trade secrets, or business affairs, but does not include information which is generally known or easily ascertainable by nonparties of ordinary skill in computer design, programming, networking, information technology, or the specific business interests of either Party. Confidential Information of CisCom also includes pricing to Customer.

18. NO OWNERSHIP BY CLIENT: Customer agrees that CisCom owns or that applicable Third-Party Providers own, all right, title, and interest in and to the software and other products and merchandise provided hereunder (including without limitation Third-Party Offerings) and all servers, computing equipment, and other hardware (excluding goods specified on the face of a quote for which CisCom will convey title to Customer) (collectively, the “IP and Materials”), and that Customer is granted only a limited right to use the IP and Materials in connection with Customer’s receipt of the services, products and merchandise under this Agreement. Customer shall not (i) attempt to or actually reverse assemble, reverse engineer, reverse compile, modify, or otherwise adapt or translate any of IP and Materials; (ii) create derivative works using any of the IP and Materials; (iii) copy, transmit, distribute or grant access to any of the IP and Materials to any third party or onto computing equipment that is neither owned nor leased by, nor under the control of, Customer; or iv) use any of the IP and Materials in violation of any applicable law.

19. CISCOM ownership: CisCom will retain sole ownership of any inventions and any intellectual property resulting from the work performed under this Agreement. No such ownership is transferred to Customer by this Agreement, or otherwise. Customer hereby assigns all rights therein and thereto to CisCom. CisCom shall also retain ownership of any modifications, or other derivative works prepared by or for Customer, subject to CisCom’s ownership of the intellectual property or invention. Unless specifically identified and agreed to by CisCom in writing in advance of commencement of services as property of Customer, no property shall be deemed “work for hire” or otherwise owned by Customer. Customer agrees to execute any further assignments or documents requested by CisCom related to ownership.

20. WARRANTY: CisCom warrants to Customer that the services to be delivered or rendered under this Agreement during the term of this Agreement will be of the kind and quality designated and will be performed by qualified personnel. CisCom offers no guarantees or warranties, express or implied, as to systems availability and functionality during any phase of its support services and makes no guarantees or warranties, expressed or implied, regarding the ability to resolve computer-related problems, to recover data, or to avoid losing data. CisCom makes no other warranties, whether written, oral, express or implied, AND DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

All merchandise and products sold by CisCom carry only the Manufacturer's Warranty, if any, unless otherwise stated. CisCom’s sole obligation for merchandise and products shall be to reasonably assist Customer with claims against the Manufacturer under any Manufacturer's Warranty. CisCom shall not be liable with respect to products or merchandise or for any delay or failure in the honoring of any warranty, including without limitation any indirect, incidental or consequential damages which may arise. CisCom accepts defective goods returned to CisCom pursuant to any warranties only as Manufacturer's authorized dealer. The manufacturer’s warranties are in lieu of, and buyer waives, all other warranties. There are no other warranties, express or implied, AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

In addition, and without limiting the foregoing, CisCom makes no warranty of any kind that the services, merchandise, or products provided under this Agreement, or results of the use thereof, will meet Customer’s or any third party’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, free of harmful code or error free. All Third-Party Offerings are provided by CisCom to Customer “AS IS” and any representation or warranty of or concerning any Third-Party Offerings is strictly between Customer and the Third-Party Provider of the Third-Party Offerings; provided, however, CisCom hereby assigns CisCom’s right in and to any warranties given by Third-Party Providers to Customer to the extent CisCom may do so, and Customer agrees such Third-Party Providers shall be solely responsible for any warranty claims by Customer relating to the applicable Third-Party Offerings.

21. Liability: Under no circumstances shall CisCom be liable to Customer or any other party for any indirect, special, punitive or consequential damages, either in contract or tort, including without limitation any expenses, costs, lost profits, lost savings or earnings, lost or corrupted data (including without limitation Customer Data), or other liability whether or not the possibility of such damages has been disclosed to CisCom by Customer in advance or could have been reasonably foreseen by CisCom arising out of or related to the services provided or out of the installation, de-installation, use of, or inability to use computer equipment, software, hardware, peripherals, or the network as a result of the services provided hereunder.

In no event will any other damages of Customer or liability of the CisCom be recognized in excess of the lesser of fees for services charged to Customer for the month of the event giving rise to a claim or $5,000; provided, however, if the alleged liability relates to a Third-Party Offering and if CisCom’s agreement with the Third-Party Provider to which the alleged liability relates sets forth a lower limit of liability in favor of such Third-Party Provider, such limit shall control in all respects with respect to CisCom’s liability, if any, to Customer.

22. WORK DISCLAIMER: CisCom does not and cannot warrant any software or the loading of data onto the Customer’s systems. Consequently, CisCom is not liable for any time loss, data loss or any other damages that the Customer or others may claim or suffer because of; problems with any Customer’s software; the work performed hereunder or loading data onto or off the Customer’s systems. It is Customer’s responsibility to back up all software and data on workstations and servers before CisCom’s technicians arrive. Customer must provide CisCom access to the business and computers and peripherals to be serviced. CisCom reserves the right to refrain from providing any or all services if dangerous or unhealthy conditions are present or if technical conditions or Customer requirements are unusual or extensive, or if CisCom’s ability to perform is impaired by circumstances beyond CisCom’s control. Customer agrees that any timelines provided in a quote with respect to CisCom’s provision or delivery of services, products, or merchandise are estimates only, and that CisCom will use commercially reasonable efforts to provide or render the applicable services, products, or merchandise within such timelines, but that failure to strictly adhere to any such timelines shall not be deemed a breach by CisCom.

23. INDEMNIFICATION: Customer agrees to indemnify and hold CisCom harmless from and against any claim, loss, damage, expense or liability (including without limitation attorneys' fees and costs) that may result with respect to CisCom in whole or in part, from: (i) any infringement or any claim of infringement, of any trademark, copyright, trade secret, or negligence arising from any of the text, graphics, and photographs provided by Customer, (ii) any claim by a third party regarding any services or products sold or otherwise distributed by Customer, its employees, representatives or agents, (iii) any claim, suit, penalty, tax or tariff arising from Customer’s use of the products, merchandise or work, (iv) the breach by Customer of any of its representations, warranties, covenants, or other obligations in this Agreement, or and (v) the violation of any law by Customer or any of its representatives.

24. INDEPENDENT CONTRACTOR: CisCom is an independent Contractor and is not employed by Customer. CisCom is not entitled to any of the benefits normally provided to the employees of Customer. CisCom reserves the right to determine the method, manner, and means by which the services will be performed including without limitation the order or sequence. CisCom is not required to perform the services during a fixed hourly or daily time. It is acknowledged that CisCom has other Customers and offers services to the general public. CisCom shall not be restricted from engaging other service companies or providers in its discretion on an as needed basis, and neither such service companies or providers nor their employees shall be deemed employees of CisCom. Employees of CisCom are not employees of Customer and vice versa. CisCom and Customer are not joint employers.

25. NON-SOLICITATION: During the term of this Agreement and for a period of twenty-four (24) months thereafter, Customer agrees not to solicit, directly or indirectly, or to tender an offer of employment of any kind to or otherwise engage (i) any CisCom employee or former employee within twenty-four (24) months of their termination of employment, or (ii) any subcontracted service provider engaged by the CisCom to provide service to Customer or former service provider within twenty-four (24) months of the termination of their engagement, or (iii) any subcontracted service provider's employee or former employee within twenty-four (24) months of their termination of employment who becomes known to Customer. If Customer so hires or otherwise engages a CisCom employee or a subcontracted service provider's employee, or any such respective former employees, or so engages such a subcontracted or formerly subcontracted service provider, the Customer agrees to pay CisCom liquidated damages, and not as a penalty, an amount equal to the total compensation, including without limitation, fees, salary, wages, bonuses, commissions, training expense, recruiting and staffing company fees and employee benefits, which CisCom incurred with respect to said employee or subcontracted service provider during the prior twelve (12) months of his or her or its employment or engagement with CisCom or such subcontracted service provider, as the case may be, or $75,000 USD, whichever amount is greater. The parties agree that the damages which will be caused to CisCom by a breach by Customer of this Section 25 are very difficult to ascertain and that the foregoing liquidated damages are reasonable in light of the anticipated harm to CisCom from such breach. This provision for liquidated damages shall not limit remedies against Customer for any other breach of this Agreement, nor shall it preclude CisCom from asserting any cause of action independent of this provision.

26. Complete Agreement: This Agreement, and applicable CisCom quotes accepted by Customer, contain the entire agreement between the parties hereto with respect to the matters covered therein. Customer acknowledges that it is entering into this Agreement solely on the basis of the terms contained herein. The parties agree that the provisions of this Agreement shall be deemed incorporated in any quotes of CisCom and acceptances by Customer. However, any special terms expressly contained in a quote shall govern if such special terms differ from the terms of this Agreement. No other agreements, representations, warranties, or other matters, oral or written, purportedly agreed to or represented by or on behalf of CisCom by any of its employees or agents, or contained in any sales material or brochures, shall be deemed to bind the parties hereto with respect to the specific subject matter herein. This Agreement may only be modified or amended in a writing executed by a duly authorized officer of CisCom. This Agreement shall be binding upon, and shall inure to the benefit of, Customer and CisCom, and their respective successors and assigns.

27. WAIVER: The failure of CisCom to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of its right to subsequently enforce and compel strict compliance with every provision of this Agreement.

28. SEVERABILITY: If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and CisCom and Customer consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.

29. CONTINUING OBLIGATIONS: Notwithstanding the termination of this Agreement for any reason, the provisions of Sections 7, 8, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31 and 32 of this Agreement, any other general provision or provision which by its terms or nature continues after termination will continue in full force and effect following such termination.

30. NOTICES: Any notice required or otherwise given pursuant to this Agreement shall be in writing. Notices in writing shall be sufficient if hand delivered or mailed by first class mail, postage prepaid, or sent by email to the attention of the person listed below and to the party intended as the recipient thereof at the address below:

Notices to CisCom should be sent to:

CisCom Solutions, LLC
133 Evergreen Road
Louisville, KY 40243
Attn: Chief Executive Officer
DEly@ciscom.com

31. Governing LAW AND VENUE: This Agreement shall be governed in all respects by the internal laws of the Commonwealth of Kentucky, without regard to any conflicts of law principles of such Commonwealth. Any litigation arising from the terms of this Agreement, or any agreement between the parties, or work performed, or actions taken hereunder shall be brought in the courts of the Commonwealth of Kentucky.

32. DIGITAL EXECUTION: Customer and CisCom expressly agree that this Agreement and all transactions related to this Agreement now or in the future, may be conducted electronically. Without limiting the generality of the foregoing (i) this Agreement and all quotes, orders, acceptances and other documents related to the purchase of merchandise, products and services from the CisCom by Customer may be made, signed and delivered electronically and electronic signatures shall be legally binding and enforceable; and (ii) the acceptance, through CisCom's digital acceptance process, or by e-mail, fax or other electronic means of a CisCom quote by Customer which references this Agreement or to which this Agreement is attached, is intended as and shall be an electronic signature of Customer legally binding Customer to the terms of such quote and this Agreement.