IT Services St. Louis
St. Louis IT Services

US Signal Terms and Conditions

The purpose of these terms and conditions, including all Service Schedules and applicable Ordering Instructions as defined below, (collectively the “Agreement“) is to provide a framework within which Customer may purchase cloud and related services from US Signal Company, L.L.C. and its subsidiaries (“US Signal”), a Michigan limited liability company with offices at 201 Ionia Avenue SW, Grand Rapids, MI 49503 through its authorized reseller partner Aftermarket Technologies, Inc (“Alliance Tech“).




Section 1.1           Services.

The following types of service are available under this Agreement:

  1. The cloud and related services (“Cloud Service(s)”) available under this Agreement and additional terms and conditions governing the services are more fully described in the Cloud Service Schedule found at
  2. The managed service(s) (“Managed Service(s)“) available under this Agreement and any additional terms and conditions governing such Managed Services are fully described in the Managed Service Schedule and found at
  3. One-time professional support services (“Support Service(s)”) available under this Agreement and any additional terms and conditions governing such Support Services are described in the Support Service Schedule found at
  4. Excluding any Cloud, Managed or Support Services described under this Agreement, Customer may request more complex project based professional services (“Professional Services“) described in separately executed statements of work (each a “SOW“).

The Cloud, Managed and Support Services Schedules may be referred to individually as “Service Schedule” or collectively as “Service Schedules”.  Each service is referred individually as a “Service” and herein collectively as the “Services“.

Section 1.2           Service Schedule(s).

 US Signal may make changes to the Service Schedules in order to add new or improved Services, substitute Services for improved performance or simply discontinue a Service (collectively “Product Updates”). US Signal will not materially diminish the Services without first providing notice to Customer.  Customer shall periodically check the links for such Product Updates.


Section 1.3           Ordering Procedures.

Customer’s use of each Service is governed by this Agreement and the terms of the applicable OFS, MS Request, SS Request, SOW or SOW Change Order (“Ordering Document(s)”) according to the following terms:

  1. For Cloud Services: Customer may at any time request for US Signal to provide Cloud Services by submitting an Order for Service (“OFS”) in a form provided by Alliance Tech and in accordance with the procedures set forth in the Cloud Service Schedule.
  2. For Managed Services: Customer may from time to time request new or changes to its Managed Services by submitting to US Signal either an OFS or Managed Service Request (“MS Request”) in a form provided by Alliance Tech in accordance with the procedures set forth in the Managed Service Schedule.
  3. For Support Services: Customer may from time to time request new Support Services by submitting to Alliance Tech a Support Service Request (“SS Request”) in accordance with the procedures set forth in the Support Service Schedule.
  4. For Professional Services: The parties shall execute a SOW that will describe the professional services to be performed by US Signal, applicable pricing and other appropriate terms and conditions. Any subsequent changes to the SOW shall be agreed to in writing by both parties through a change order (“SOW Change Order”).
  5. Customer may purchase block hours of time for either Professional Services or Support Services at a reduced rate (“Block Hours”) via an OFS provided by Alliance Tech.

Section 1.4           Order of Precedence.

Each Service Schedule and Ordering Document shall be incorporated into the Agreement. In the event of any conflict between this Agreement and the terms of any of the Service Schedules and applicable Ordering Document(s), precedence will be given in the following order:

  1. For Cloud Service: (i) the OFS but solely with respect to the Services covered by that OFS; (ii) the Cloud Service Schedule, but solely with respect to the Service covered by that that Cloud Service Schedule; and (iii) this Agreement.
  2. For a Managed Service: (i) the MS Request or OFS but solely with respect to the Services covered by that MS Request or OFS; (ii) the Managed Service Schedule but solely with respect to the Service covered by that Managed Service Schedule; and (iii) this Agreement.
  3. For Support Services: (i) the SS Request but solely with respect to the Service covered by that SS Request; (ii) the Support Service Schedule but solely with respect to the Service covered by the Schedule; (iii) the OFS for Block Hours, if any; and (iv) the Agreement.
  4. For Professional Services: (i) the SOW Change Order but solely with respect to the Service covered by that SOW Change Order; (ii) the SOW but solely with respect to the Service covered by that certain SOW; (iii) the OFS for Block Hours, if any, and (iv) the Agreement.




Section 2.1           Agreement Term.

This Agreement shall commence on the Effective Date and continue until the last Ordering Document expires or is terminated, unless this Agreement is sooner terminated in accordance with the terms of Section 2.3 below (“Agreement Term”).

Section 2.2           Service Term

An individual Service, with a term identified in the OFS, shall commence on its first day of availability and continue for the period of time specified on its OFS, unless sooner terminated in accordance with the terms of Section 2.3 below (a “Service’s Initial Term” or “SIT”).  Thereafter, the SIT shall continue in effect on a month-to-month basis at the then current month-to-month rates (the “Service’s Renewal Term”) unless Customer or US Signal provides the other party with written notice of its intention not to renew at least thirty (30) days before expiration of the SIT.  Either party may terminate the Service during the Service’s Renewal Term upon thirty (30) days’ prior written notice.  The SIT and Service’s Renewal Term are sometimes individually and collectively referred to as the “Service Term”.

Section 2.3           Early Termination

  1. For flat rated services: If any Service is terminated by either party prior to the expiration of its SIT, then Customer agrees to pay an early termination charge equal to: (a) one hundred percent (100%) of all monthly recurring charges for each terminated Service committed to through the remainder of its SIT for all unexpired months of service; (b) any non-recurring fees US Signal experiences from other suppliers in accordance with canceling Customer’s service; and (c) any outstanding invoices still owed. Such payment shall be due within thirty (30) days of service termination.
  2. For usage based services: If any Service remains unutilized for a period of one (1) month, whereby Customer’s usage is zero, US Signal shall consider the Service terminated and Customer agrees to pay an early termination charge equal to: (a) fifty (50%) percent of its peak utilization multiplied by the corresponding rate element(s) through the remainder of the term; (b)  any non-recurring fees US Signal experiences from other suppliers in accordance with canceling Customer’s service; and (c) any outstanding invoices still owed.  Such payment shall be due within thirty (30) days of service termination.

Section 2.4           Termination by US Signal.

  1. US Signal shall have the right to terminate any Service for cause immediately and without notice if: (a) Customer attempts a denial of service attack against the Services; (b) Customer seeks to hack or break any security protocols within the Services; (c) Customer uses any of the Services in any way that disrupts or threatens service to other customers of US Signal; (d) Customer use of the Services poses a security risk that may subject US Signal or any third party to liability, damages or danger; (e) US Signal determines in its sole discretion that fraud is associated with Customer’s use of the Services; or (f) US Signal determines or is notified that Customer has been using the Services for any illegal purpose or in a way that violates the law or infringes/violates/misappropriates the rights of any third party.
  2. US Signal shall have the right to terminate this Agreement for any cause not listed in (a) above, upon written notice, if Customer breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice. In the case of nonpayment of fees, the cure period shall be as set forth in Section 3.2.



Section 3.1           HIPAA and HITECH Act Responsibilities of Customer.

Customer is solely responsible for determining if any Services and any applications, data or third party service that Customer runs in the US Signal provided environment must comply with any law, standards, and policies, including without limitation, Title II, Subtitle F of the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA” ) (collectively referred to herein as the “Legal Requirements“) and ensuring that the Service, application, data or third party service does comply with all applicable Legal Requirements.  Customer acknowledges and agrees that US Signal has no way of analyzing Customer’s data, services or applications deployed in the applicable Service environment.  Customer shall immediately notify US Signal if any of the data in the Service environment includes Protected Health Information (“PHI“), as that term is defined in HIPAA regulations.  If the data does include PHI, Customer and US Signal shall enter into a Business Associate Agreement (“BAA“).  Customer shall utilize only eligible Services (“Compliant Eligible Services”) for any data containing PHI.  Such Compliant Eligible Services shall include all Services described under this Agreement, excluding Resource Pools and Dedicated Blades.

Section 3.2           Payment Card Industry – Data Security Standards (“PCI-DSS”).

 If, as necessary to perform its obligations under this Agreement, US Signal possesses or otherwise stores “cardholder data” (as that term is defined by the Payment Card Industry Data Security Council on behalf of Customer, US Signal and Customer agree that each party is responsible, as designated, for those certain PCI-DSS requirements as applicable to the corresponding service offering described set forth at, which are hereby incorporated by reference herein.


Section 3.3           EU General Data Protection Regulation (“GDPR”).

Customer shall notify US Signal if it intends to use US Signal Services with data that is subject to protection under the GDPR (  Such notification shall require the parties to enter into discussions on compliance requirements including but not limited to data assessments, data mapping, and execution of a Data Protection Addendum (“DPA”) under which US Signal will be a Processor and Customer the Controller as those terms are defined under the GDPR (collectively “GDPR Readiness”).  Customer may not utilize any Services with data that is subject to GDPR protection until such time as the parties have achieved GDPR Readiness.


Section 3.4           Acceptable Use Policy (“AUP”).

Customer agrees to use the Services to store, retrieve and serve software applications, data and/or content owned, licensed or lawfully obtained by Customer.  Customer agrees to not use, nor shall it permit others to use, the Services for:  (a) any unlawful, immoral, invasive, infringing, defamatory, fraudulent, or obscene purpose; (b) to send email of any kind that does not adhere to the guidelines set forth under the CAN-SPAM Act of 2003; (c) to send any virus, worm, Trojan horse or harmful code or attachment; (d) to alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database or network so as to interfere with the use of the US Signal network by other customers or authorized users; and (e) in a manner which may expose US Signal to any criminal or civil liability.  If Customer, or a third party through Customer, violates any of the foregoing prohibitions, US Signal may immediately suspend the Services and/or terminate this Agreement for cause and without further liability or obligation to Customer. Customer shall cooperate with US Signal in investigating and correcting any apparent breach of this Acceptable Use Policy.  Customer shall be solely responsible for any material that it maintains, transmits, downloads, views, posts, distributes or otherwise accesses or makes available using the Services.  If a violation of this AUP is determined to be caused by an unrelated third party, for instance a denial-of-service (“DoS”) attack or distributed denial-of-service (“DDoS”), then US Signal may need to take immediate action to manage its network for the service availability of all its customers.  Such action may include blocking certain traffic, re-routing of traffic or suspension of a Service.




Section 4.1           Unauthorized Access to Customer’s Data or Use of Services.
US Signal is not responsible for unauthorized access to Customer’s data or unauthorized use of the Services through access provided by Customer to third parties.  Customer is responsible for the use of the Services by any of Customer’s employees, affiliates, officers, directors, shareholders, agents or representatives, or any other third party to which Customer gives access to the Service, and any third party who gains access to Customer’s data or Services as a result of Customer’s failure to use reasonable security precautions, even if such access was not authorized by Customer.

Section 4.2           Definitions
As to any particular Confidential Information, the “Discloser” is the Party disclosing the Confidential Information and the “Recipient” is the Party receiving the Confidential Information.  “Confidential Information” means information designated as confidential or proprietary or which reasonably ought to be considered as confidential from its nature or from the circumstances surrounding its disclosure, including all non-public financial information, customer lists and employee data concerning the disclosing party, pending patents or trade secret information, or methodologies, inventions, know-how, software programs, and software source documents and formula. “Confidential Information” also includes information of a similar nature received by the disclosing party from a third party that the disclosing party is obligated to treat as confidential, and information in combination with publicly known information where the nature of the combination is not publicly known.  Customer Proprietary Network Information (“CPNI”), as defined by United States Code 47 U.S.C. § 222(h) (1), shall be considered to be the Confidential Information of Customer.   The obligations set forth in this Article 5 shall not apply to any information that (a) before the time of its disclosure was already in the lawful possession of the Recipient; (b) at the time of its disclosure to Recipient is available to the general public or after disclosure to Recipient by Discloser becomes available to the general public through no wrongful act of the Recipient; or (c) Recipient demonstrates to have been lawfully independently developed by Recipient without the use of or reliance upon any Confidential Information of the Discloser and without any breach of this Agreement.

Section 4.3           Restrictions on Use; Non-Disclosure
The Recipient shall not disclose or use any Confidential Information of the Discloser except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement or with the Discloser’s prior written permission.  The Recipient shall only disclose Confidential Information to a third party that agrees to maintain the confidentiality of all Confidential Information under similar terms hereof.  During the term of this Agreement, Customer will designate an account representative who has the authority to request Customer’s CPNI under this Agreement through its dedicated US Signal account representative.  US Signal shall comply with its data security policies and procedures and all applicable privacy laws.

Section 4.4           Disclosures Required by Law
If Recipient is ordered by an administrative agency or other governmental body of competent jurisdiction to disclose Confidential Information, then Recipient may disclose the requested Confidential Information; provided however, that, Recipient shall first notify the Discloser prior to disclosure, if allowed by law, in order to give the Discloser a reasonable opportunity to seek an appropriate protective order or waive compliance with the terms of this Agreement and shall disclose only that part of the Confidential Information which Recipient is required to disclose.

Section 4.5           CPNI.
Customer authorizes US Signal to disclose CPNI: 1) to any designated person(s) via written letter of authorization; and 2) to a lawful requirement or request from a court or governmental agency.  Except as otherwise expressly permitted herein, US Signal agrees that it will not: 1) use the CPNI for any purpose other than to further the purpose of this Agreement; and 2) disclose or reveal the CPNI to any person or entity other than its employees, directors, officers, and consultants who have a need to know to further the purpose of this Agreement.

Section 4.6           Disposal of Confidential Information
Recipient agrees to return to Discloser all copies of Confidential Information promptly upon Discloser’s request at any time.  If return is impossible as to any portion of the Confidential Information, then Recipient shall certify to Discloser promptly that all such Confidential Information of Discloser, including all copies thereof, has been totally and permanently destroyed.

Section 4.7           Remedies
The Parties acknowledge and agree that a breach of this Article 5 by either Party will cause continuing and irreparable injury to the other’s business as a direct result of any such violation, for which the remedies at law will be inadequate, and that Discloser shall therefore be entitled, in the event of any actual or threatened violation of this Article by Recipient, and in addition to any other remedies available to it, to a temporary restraining order and to injunctive relief against the other Party to prevent any violations thereof, and to any other appropriate equitable relief.

Section 4.8           NDA
In the event Customer and US Signal have entered into a separate non-disclosure agreement (“NDA”) and there is a conflict between the terms of the NDA and this Agreement, the terms of this Agreement shall control.




Section 6.1           Equipment, Hardware and Software.
Any equipment US Signal installs or utilizes for the provisioning of the Services is owned by US Signal.  For the sole purpose of enabling Customer to use Services, US Signal grants to Customer a non-exclusive and non-transferable license to use software that may be provided with or included in the Services.  US Signal or its suppliers retain title and property rights to US Signal-provided software and equipment, whether or not it is embedded in or attached to realty.  Customer neither owns nor will it acquire any claim or right of ownership to (a) any US Signal-provided equipment not purchased by Customer; (b) any software (including the original media and all subsequent copies of the software, regardless of the media’s form, including product keys provided by third parties whereby the keys are for Customer’s exclusive use and continued use of such keys beyond termination of any Service order or this Agreement is prohibited) and associated documentation (including copies); and (c) any IP addresses assigned to Customer.  US Signal is responsible for maintaining its software and hardware in accordance with the terms of this Agreement.

Section 6.2           Publicity.
Neither party may use the name, logo, trade name, service marks, or printed materials of the other party, in any promotional or advertising materials, statement, document, press release or broadcast without the prior written consent of the other party, which consent may be granted or withheld at the other party’s sole discretion.

Section 6.3           Ownership of Intellectual Property.
Other than rights and interests expressively set forth in the Agreement, each party retains all rights, title, to its own respective trade secrets, inventions, copyrights, and other intellectual property and nothing in this Agreement or performance thereof shall convey, license or otherwise transfer any rights, title, or interest to the other party.

Section 6.4           Ownership of Work.
All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, creations, designs, engineering details, discoveries, techniques, inventions, processes, or works of authorship, software improvements produced, developed or created by US Signal during the course of performing Services to Customer shall be and shall remain the sole and exclusive property of US Signal. Customer shall not reverse engineer, decompile, derive, or disassemble the deliverables and will take appropriate steps to prevent any third party from so doing.




Section 7.1           Customer Representations and Warranties.
Customer represents, warrants and covenants, as of the signature dates and continuing throughout the Agreement Term, that Customer: 1) is not engaged in any resale or rebilling of the Services under this Agreement and that the use of the Services are for its own exclusive use; and 2) will strictly adhere to Customer’s responsibilities as defined in the applicable Service Schedule.

Section 7.2           Disclaimer of Warranties.
Customer assumes total responsibility for use of the Services and applicable equipment.  Any Services performed under this Agreement are on an as is basis without warranty.  US Signal has no responsibility for the security, loss, intrusion or unauthorized access of stored data or any loss or damage caused by any action, omission or failure to comply with the terms of this Agreement by Customer. US SIGNAL MAKES NO WARRANTY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS TO ANY SERVICE OR EQUIPMENT PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY US SIGNAL ARE HEREBY EXCLUDED AND DISCLAIMED.

Section 7.3           Indemnification.
Each party shall indemnify and hold harmless the other party and its officers, directors, agents and employees, from and against any and all claims, demands, causes of action, losses, damages, costs and expenses, including attorney fees (collectively, hereinafter “Claims“) arising out of or in any manner relating to: (a) breach of this Agreement; (b) violation of any law; (c) any Claim for withholding or other taxes that might arise or be imposed due to this Agreement or the performance hereof; (d) damage to property or personal injury (including death) arising out of the gross negligence or willful acts or omissions of either party; or (e) Claims by a third party arising out of or related to the use or misuse of any Service.

Section 7.4           Limitation of Liability.
Neither US Signal nor its affiliates, subsidiaries, employees, Contractors, or suppliers shall be liable to Customer for any special, indirect, incidental, punitive or consequential damages, (including without limitation, lost profits, lost revenues, and loss of business opportunity) arising out of or related to this Agreement or the ServiceS, however caused and under whatever theory of liability (including without limitation, strict liability and negligence), even if such party has been advised of the possibility of such damages.  US Signal’s liability for all claims of any kind arising out of or related to this Agreement, whether based on contract, tort, including, without limitation, strict liability and negligence, warranty or on other legal or equitable principles shall be limited to strict money damages and shall not exceed (a) in the case of Support Services or Professional Services, the amount of fees paid by Customer for the Service(s) giving rise to claim for damages; and (b) in the case of Cloud Services or Managed Services, the amount of fees paid by Customer for the Services under the applicable Ordering Document during the twelve-month period immediately preceding the event giving rise to the claim for damages.  The foregoing limitations shall not apply to US Signal’s obligations in section 7.3 (d).  or to US Signal’s gross negligence or intentional misconduct. Notwithstanding the foregoing, in the event of the unauthorized disclosure of Customer data resulting from the breach by US Signal of its obligations under this Agreement, US Signal’s liability shall not exceed two times the fees paid by Customer in the prior twelve-month period.





Section 8.1           Operations Definitions.

  1. Outage. Outage means the measure of time that Customer’s Services do not meet the applicable service metrics for a Service as defined in the applicable Service Schedule (“Outage”).
  1. Planned Maintenance or Repair. Planned Maintenance or Repair includes, but is not limited to software upgrades and repairs, equipment upgrades and repairs, power upgrades and repairs.  Customer acknowledges that US Signal may need to perform Planned Maintenance or Repair and such maintenance or repair is not considered an Outage.

Section 8.2           Outage Credits.
The length of an Outage shall be measured in hours and fractional portions thereof.  An Outage shall be deemed to have commenced upon notification by Customer to US Signal.  Each Outage shall be deemed to terminate upon restoration of the affected Service as evidenced by appropriate network and equipment tests by US Signal, and US Signal’s notification to Customer.  To receive credit, Customer must make a written request within forty-five (45) days of the end of the month for which the interruption occurred.  This credit shall be Customer’s sole and exclusive remedy for any failure by US Signal to meet a service metric.  US Signal may withhold issuance of any credits due Customer under this Agreement until any amounts past due by Customer have been paid in full.  Outage credits do not apply to Outages: (a) caused by the negligence or willful misconduct of Customer; (b) Customer’s failure to properly provision and configure its Services; (c) Customer’s breach of this Agreement, including but not limited to the AUP as defined herein; (d) an Outage due to Customer’s network failure; (e) due to failure of power (excluding any industry standard back-up power sources that US Signal is required to have in place); (f) during any period of Planned Maintenance or Repair, unless otherwise outlined in the Service Schedules; and (g) during any Force Majeure Event as defined herein.





Section 9.1           Counterparts; Electronic Communications.
This Agreement may be executed in two or more counterparts (including by means of faxed or emailed signature pages), each of which will be deemed an original, and all of which together will constitute one and the same instrument.  The parties consent and agree the Agreement and any OFS may be entered into electronically by way of electronic signatures (for example, by electronically clicking a box confirming agreement or utilizing third party software such as DocuSign), and any such electronic signatures shall be binding and treated as original signatures.   In the event US Signal requires a correction or clarification to an executed OFS prior to the Service’s first day of availability, an email communication from Customer may be utilized as an acceptable method of approval for any such correction or clarification and shall be incorporated as part of the OFS.

Section 9.2           Notices.
Except as described in Section 1.2 of this Agreement, all notices, including but not limited to, demands, requests and other communications required or permitted hereunder (not including invoices) shall be in writing and shall be deemed to be delivered when actually received, whether upon personal delivery or if sent by email, facsimile, mail or overnight delivery.  All Customer notices shall be addressed as designated on page one (1) of this Agreement and US Signal notices shall be addressed as follows: US Signal Company, L.L.C., Attn: Contracts, 201 Ionia Avenue SW, Grand Rapids, MI 49503 (collectively “Legal Notices”).  Either party must provide the other party written notice of any changes to its Legal Notices.

Section 9.3           Assignment.
Customer shall not assign, voluntarily or by operation of law, any of its rights or obligations under this Agreement without the prior written consent of US Signal; provided, that either party may upon prior written notice to the other party, assign all of its rights and obligations under this Agreement to any entity which effects a merger transaction with such party or otherwise acquires all or substantially all of its capital stock or assets.  Subject to the foregoing, this Agreement shall be binding on the Parties and respective successors and assigns.

Section 9.4           Successors and Assigns.
All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by the successors and assigns of the parties to this Agreement.

Section 9.5           Severability.
The unenforceability of any provision of this Agreement shall not affect the enforceability of the remaining provisions of this Agreement.

Section 9.6           Force Majeure.
Neither party shall be liable for any failure of performance hereunder due to causes beyond its reasonable control, including but not limited to, acts of God, fire, explosion, vandalism, cable cuts, storms or other similar catastrophes; any law, order, regulation, direction, action or request of the United States government, or of any other government, including state and local governments having jurisdiction over either of the parties, or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more of said governments, or of any civil or military authority; national emergencies; nation-state attack; insurrections, riots, wars, or strikes, lockouts, work stoppages or other labor disputes or difficulties (“Force Majeure Event”).  Notwithstanding anything to the contrary set forth herein, Customer agrees that payment obligations hereunder shall be absolute and not subject to delay due to any Force Majeure Event.

Section 9.7           Regulatory Requirements.
If the Federal Communications Commission, a state Public Utilities or Service Commission or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of changing or superseding any material term or provision of this Agreement, including rates, surcharges or taxes, then this Agreement shall be deemed modified in such a way as is consistent with the form, intent or purpose of the ruling.

Section 9.8           Governing Law.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan, without regard to conflict of law principles.  The parties agree that the state courts of Michigan shall have sole and exclusive jurisdiction, and Kent County shall be the proper venue, of any claim or controversy regarding this Agreement or its subject matter, including without limitation, claims for breach of contract, breach of warranty, statutory violation, negligence or other tort.  The parties agree that the exclusive jurisdiction (personal and, as allowed, subject matter) and venue for any claim or controversy relating to this Agreement including without limitation, claims for breach of contract, breach of warranty, statutory violation, negligence or other tort shall be a federal or state court in Kent County, Michigan, and the parties hereby consent to such jurisdiction and venue.

Section 9.9           Export Matters.
Customer represent and warrant that Customer is not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons to whom US Signal is legally prohibited to provide the Services.  Customer may not use the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export Administration Regulations, nor may Customer provide administrative access to the Services to any person (including any natural person or government or private entity) that is located in or is a national of any country that is embargoed or highly restricted under United States export regulations.

Section 9.10        Entire Agreement.
This Agreement, Service Schedules, together with all Ordering Documents, embodies the entire agreement and understanding between US Signal and Customer with respect to the subject matter of this Agreement and supersedes all prior oral or written agreements and understandings relating to the subject matter of this Agreement.  No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.  Except as otherwise expressly permitted in this Agreement, this Agreement may not be supplemented, modified or amended except by a written instrument which is signed by both parties.