KNELContracts/grav/user/pages/03.terms/default.md

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Terms and Conditions	true	Terms

Definitions

For purposes of this contract:

• "Known Element Enterprises LLC" ("Party 1", "Provider") means Known Element Enterprises LLC, the management company of Turnkey Network Systems LLC.
• "TSYS Group Component" ("Party 2", "Recipient") means the TSYS Group component entity identified in the Parties section of this contract.
• "TSYS Group" means Turnkey Network Systems LLC and all component/series LLCs under it.
• "Services" means the applications, systems, and services listed in the sections titled "Services Offered by Known Element Enterprises LLC", as amended from time to time by mutual written agreement.
• "Group-wide Service" means a Service offered to all TSYS Group components (the "All TSYS Group" catalogs).
• "LOB Bespoke Service" means a Service offered only to a specific line of business ("LOB") of Party 2 (the "LOB Bespoke" catalogs).
• "SLA" (Service Level Agreement) means the minimum availability commitment stated in the SLA/SLO section.
• "SLO" (Service Level Objective) means the internal availability target stated in the SLA/SLO section, which is aspirational and non-binding.
• "Monthly Uptime" means, for a given calendar month, the percentage of minutes in which the Service was reachable and responding, measured by Known Element Enterprises LLC's monitoring platform, excluding scheduled maintenance windows noticed at least 48 hours in advance.
• "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including business, financial, and technical information.

Dispute Resolution, Governing Law, and Waivers

Governing law and venue

• This contract is governed solely and entirely by the laws of the State of Texas, without regard to its conflict-of-laws rules.
• The exclusive venue for any action arising out of or relating to this contract is the state or federal courts located in Collin County, Texas, and each party consents to personal jurisdiction and venue in those courts.

Informal resolution first

• Before commencing any court or arbitration proceeding, the parties will attempt in good faith to resolve the dispute by direct negotiation between the officers identified in the Notices section, escalating to the chief executives of both parties if not resolved within 30 days of written notice of the dispute.

Jury trial waiver

• TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONTRACT.
• This waiver is mutual, is given in exchange for the other party's waiver, and does not waive either party's right to seek any remedy otherwise available at law or in equity, including injunctive and other equitable relief.
• Nothing in this contract limits either party's right to bring claims arising from the other party's fraud, willful misconduct, gross negligence, or violation of criminal law, or any claim that cannot be waived as a matter of law.

Severability of waivers

• If any waiver or limitation in this section is held unenforceable, it will be enforced to the maximum extent permissible, and the remainder of this contract remains in full force and effect.

General Terms and Conditions

Term, renewal, and termination

• Initial term: 99 years, commencing on the Effective Date (the date of last signature below).
• Renewal: this contract automatically renews for successive one-year terms unless either party gives at least 90 days' written notice of non-renewal.
• Termination for convenience: either party may terminate this contract on 180 days' written notice.
• Termination for cause: either party may terminate on 30 days' written notice if the other party materially breaches this contract and fails to cure within that period.
• Effect of termination: termination does not relieve Party 2 of the obligation to pay amounts already accrued, and Party 1 will provide reasonable transition assistance (including data export in open formats) for up to 60 days at then-standard rates.

Payment

• The Services are offered for an all-inclusive delivered price of 100.00 USD per TSYS Group component per month.
• Invoices are issued monthly and are due within 30 days of receipt.
• Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

SLA / SLO

• Group-wide and LOB Bespoke Services are provided with the following service levels, measured as Monthly Uptime:
  • Service Level Agreement (SLA — contractual minimum): 95%
  • Service Level Objective (SLO — internal target, aspirational and non-binding): 99%
• The SLO is a target only; only the SLA creates contractual obligations.
• Remedies for missing the SLA: none. For the avoidance of doubt, where the SLA penalty is "none", the SLA is enforced through the termination rights above and no service credits or damages are available for SLA misses.

Liability

• To the maximum extent permitted by law, each party's aggregate liability arising out of or relating to this contract is capped at the total fees paid or payable under this contract in the 12 months preceding the event giving rise to the claim.
• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, even if advised of their possibility.
• Nothing in this contract limits liability for a party's fraud, willful misconduct, or gross negligence, or any liability that cannot be limited as a matter of law.

Confidentiality

• Each party will protect the other's Confidential Information with at least the same care it uses for its own, use it only to perform this contract, and return or destroy it on written request. These obligations survive termination for 3 years.

Intellectual property

• The contract text is licensed AGPL v3.0 only (see Introduction). Each party retains ownership of its pre-existing intellectual property. Deliverables and configurations created by Party 1 specifically for Party 2 under a LOB Bespoke Service are licensed to Party 2 for the term of this contract; Group-wide Services and the underlying platforms remain the property of Party 1.

Force majeure

• Neither party is liable for delays or failures in performance caused by events beyond its reasonable control (natural disasters, war, civil unrest, labor disputes not involving that party, utility or internet backbone failures), provided the affected party gives prompt notice and resumes performance as soon as practicable.

Assignment

• Neither party may assign this contract without the other's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, with notice to the other party.

Notices

• Notices must be in writing and delivered by email with confirmation, or by certified mail, to the officers identified in the Parties section. Notice is effective on receipt.

Electronic signature

• The parties agree that this contract may be executed by electronic signature (including via the KNEL DocuSeal e-signature platform), and that such electronic signatures have the same force and effect as original ink signatures.