These Master Service Terms ("Master Terms") apply to every service provided by The Spider Services to a business client. They set the terms common to all of our services and the default commercial terms, and they work together with the company-specific Service Terms and the Order described below (see Section 3.2).
1. Definitions
In these Master Terms and in each set of Service Terms:
- "Holding Company" means The Web Holding Services, LLC d/b/a The Spider Services, a Missouri limited liability company.
- "Operating Company" means Spider Computing Services, LLC; Spider Consulting Services, LLC; or Spider Security Services, LLC, each a Missouri limited liability company.
- "Provider," "we," "us," and "our" mean the Operating Company named as the provider in the applicable Order.
- "The Spider Services" means the Holding Company and the Operating Companies collectively.
- "Equipment Lessor" means Spider Leasing Services, LLC, a separate company under common ownership with the Holding Company. The Equipment Lessor is not a subsidiary of the Holding Company, is not an Operating Company, and is not part of The Spider Services.
- "Provider Equipment" means the hardware and equipment (including servers, storage, firewalls, appliances, sensors, switches, access points, and hotspot equipment) that Provider uses or supplies to provide the Services, whether at Client's sites or in Provider's hosting or cloud environment.
- "Client" or "you" means the business entity that signs or accepts an Order.
- "Order" means a signed or electronically accepted order form, statement of work ("SOW"), quote, or proposal that references these Master Terms and describes the Services, fees, and term.
- "Services" means the services, equipment, software, and deliverables Provider supplies under an Order.
- "Service Terms" means the company-specific terms for Spider Computing Services, Spider Consulting Services, or Spider Security Services.
- "Agreement" means, for each Order, that Order together with these Master Terms and the applicable Service Terms.
- "Client Data" means data, including personal information, that Client or its users provide to Provider or that Provider accesses, hosts, or processes in performing the Services.
- "Confidential Information" has the meaning in Section 8.
- "Security Incident" means a confirmed unauthorized access to, or acquisition, disclosure, or loss of, Client Data in Provider's possession or control.
2. Who you contract with
2.1 The Operating Company named in the Order is your contracting party. Each Operating Company is a separate legal entity. The Operating Company named in an Order is the Provider under that Order. It signs the Order, performs the Services, issues the invoices, collects payment, and is solely responsible and liable for that Order. Each Order forms a separate Agreement between Client and that Operating Company.
2.2 No cross-liability. No other Operating Company and not the Holding Company is a party to, or responsible or liable for, an Order in which it is not named as the Provider. Client will look only to the Provider named in an Order for performance and for any claim under it.
2.3 Holding Company. The Holding Company owns the Operating Companies and operates the shared brand and website. It does not sign Orders, issue invoices, or collect payment for the Operating Companies, and it is not a party to any Order.
2.4 Engagements with more than one company. If Client buys Services from more than one Operating Company (for example, Computing and Security), each Operating Company will enter into its own Order with Client and send its own invoices. A proposal or quote may describe a combined engagement for convenience, but each Operating Company's portion is a separate Order, and each Operating Company is responsible only for its own Order.
2.5 Brand. "The Spider Services" is a brand used by the Holding Company and the Operating Companies. The legal name of the Operating Company that is the Provider will appear on each Order and on each invoice it issues.
2.6 Equipment ownership. Neither the Holding Company nor any Operating Company owns Provider Equipment. All Provider Equipment is owned by the Equipment Lessor and leased to the Operating Companies, and Provider supplies it to Client as part of the Services. Title to Provider Equipment remains with the Equipment Lessor at all times, including while it is installed at Client's sites, and Client acquires no ownership interest in it. Client will keep Provider Equipment free of liens, security interests, and other encumbrances. On termination, Client will return Provider Equipment to Provider (or as Provider directs), on the Equipment Lessor's behalf, as described in the applicable Service Terms. Client's obligations for loss of, damage to, or replacement of Provider Equipment are owed to Provider. The Equipment Lessor is not a party to any Order and has no obligations to Client; Client will look solely to Provider for the Services, support, repair, and replacement of Provider Equipment. The Equipment Lessor only owns the equipment. It does not access, process, or receive client data or Client Data.
3. Orders and order of precedence
3.1 Orders. Services are provided only under an Order between Client and the Operating Company providing them. An Order becomes binding when signed (including electronically) or accepted in writing by Client and that Operating Company, or when Client pays the first invoice under it.
3.2 Order of precedence. The documents that make up the Agreement run from most general to most specific. These Master Terms set the common terms and the default commercial terms. The applicable Service Terms supplement these Master Terms and, where they say so, override those defaults for that Operating Company's Services. The Order (including any SOW) is the most specific document and may override both for that client or project. If documents conflict, the more specific document controls, but only to the extent of the conflict, in this order: (a) the Order; (b) the applicable Service Terms; (c) these Master Terms; and (d) the Privacy Policy. Anything a more specific document does not address is governed by these Master Terms. Client purchase orders and similar documents are for Client's administrative convenience only; any terms printed on them have no effect.
3.3 Changes to scope. Changes to the Services require a written change order or amended Order signed or accepted by both parties.
3.4 Default commercial terms. The commercial terms in these Master Terms (including rates and billing timing, payment methods and payment terms, invoice dispute windows, late charges, suspension periods, price-change and non-renewal notice periods, and early termination fees) are defaults. Each default applies unless the applicable Service Terms or the Order states a different term for the same item. Items that vary by business, such as service levels, support hours, response times, maintenance windows, and data retention and return periods, are stated in the applicable Service Terms and Order.
4. Fees, invoicing, and payment
4.1 Fees. Client will pay the fees stated in the Order. Unless the applicable Service Terms or the Order say otherwise, rates for time-based services are as stated in the Order ([RATE]), recurring fees are billed monthly in advance, and usage-based or time-based fees are billed monthly in arrears. The applicable Service Terms may set different rates or billing rules for particular services (for example, the Consulting Service Terms for Reserved Hours and Flex Hours).
4.2 Invoicing. Provider issues its own invoices, in its own legal name, for the Services under its Orders, and payments are made to Provider. Invoices are issued electronically through the invoicing and payment portal the Spider companies use, provided by Invoice Ninja. Online payments are processed by Stripe. Provider does not receive or store Client's full card or bank account numbers. Client may also pay by [OTHER PAYMENT METHODS, E.G., ACH OR CHECK].
4.3 Payment terms. Invoices are payable in U.S. dollars, without setoff. Unless the applicable Service Terms or the Order set a different due date (for example, Net 30), invoices are due upon receipt. Because invoices are issued electronically, an invoice is treated as received on its invoice date, so the due date of an invoice due upon receipt is its invoice date. Any undisputed amount not paid within fifteen (15) days after its due date is past due. For example, an invoice due upon receipt becomes past due fifteen (15) days after the invoice date, and an invoice with Net 30 terms becomes past due forty-five (45) days after the invoice date. Processing fees for card payments, if any, are stated in the Order or on the invoice. [CONFIRM: CARD SURCHARGE POLICY]
4.4 Disputed invoices. Client must notify Provider in writing of any good-faith invoice dispute within fifteen (15) days after the invoice date, even if the invoice has a later due date, and pay any undisputed amount before it becomes past due. The parties will work to resolve disputes promptly.
4.5 Late payment. Past-due amounts accrue a late charge of 1.5% per month, or the maximum rate permitted by law if lower, from the date they become past due (fifteen (15) days after the due date) until paid. If any amount remains unpaid more than fifteen (15) days after it becomes past due (that is, more than thirty (30) days after its due date), Provider may suspend the Services after giving at least five (5) business days' written notice. Client remains responsible for fees during suspension and for reasonable collection costs, including attorneys' fees.
4.6 Taxes. Fees exclude sales, use, value-added, and similar taxes. Client is responsible for all such taxes (other than taxes on Provider's income) and will provide any applicable exemption certificate.
4.7 Price changes. Provider may change fees for any renewal term by giving at least [PRICE CHANGE NOTICE, E.G., 60] days' written notice before the renewal date.
4.8 Prepaid fees. Except as expressly stated in the Agreement or required by law, fees paid are non-refundable.
5. Promotional and discounted programs [CONFIRM: PROMOTIONAL PROGRAMS]
5.1 Provider may offer free or discounted Services in exchange for Client's participation in a program, such as (once those programs launch) hosting a Spider-operated Wi-Fi hotspot or advertising display at Client's premises, or participating in our planned local advertising network. The program terms, discount, and Client obligations will be stated in the Order.
5.2 If Client stops participating in the program, Provider may, after [PROGRAM NOTICE PERIOD, E.G., 30] days' written notice, move Client to Provider's standard pricing for the affected Services for the rest of the term.
5.3 Where Client hosts a hotspot, Client grants Provider the right to install and operate the hotspot equipment at the agreed locations and to use Client's Internet connection only as described in the Order. Provider is responsible for operating the hotspot and its user terms and notices.
6. Term and termination
6.1 Term. Each Order begins on its effective date and continues for the term stated in the Order. Unless the Order says otherwise, an Order renews for successive terms of the same length (not to exceed twelve (12) months each) unless either party gives written notice of non-renewal at least [NON-RENEWAL NOTICE, E.G., 30] days before the end of the current term. [CONFIRM: AUTO-RENEWAL]
6.2 Termination for cause. Either party may terminate an Order by written notice if the other party materially breaches the Agreement and does not cure the breach within thirty (30) days after receiving written notice describing it (ten (10) days for non-payment). Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.
6.3 Early termination by Client. If Client ends an Order before the end of its term other than for Provider's uncured breach, Client will pay [EARLY TERMINATION FEE, E.G., THE RECURRING FEES FOR THE REMAINDER OF THE TERM / A FIXED FEE STATED IN THE ORDER]. [CONFIRM: EARLY TERMINATION FEE]
6.4 Suspension. Provider may suspend Services immediately, with notice as soon as practical, if reasonably necessary to prevent harm to Provider's systems, other clients, or third parties (for example, during an active attack or in response to Client's violation of acceptable use requirements), or as required by law. Provider will restore Services once the issue is resolved.
6.5 Effect of termination. When an Order ends: (a) Client will pay all fees accrued through the end date and any applicable early termination fee; (b) each party will return or destroy the other's Confidential Information as described in Section 8; (c) Client Data will be returned or deleted as described in the applicable Service Terms; (d) Client will return any Provider Equipment as described in Section 2.6 and the applicable Service Terms; and (e) Provider will remove its access to Client systems and Client will disable credentials issued to Provider. Termination of one Order does not terminate any other Order unless stated.
6.6 Survival. Sections 4, 6.5, 6.6, 8, 9, 10, 12, 13, 14, 15, 18, 19, and 21, and any other terms that by their nature should survive, survive termination.
7. Client responsibilities
Client will:
7.1 provide timely access to its premises, systems, personnel, information, and decisions reasonably needed for Provider to perform;
7.2 designate a primary contact with authority to make decisions and approve changes;
7.3 maintain the accuracy of information it gives Provider, including contact details for notices and incident escalation;
7.4 ensure it has all rights, licenses, consents, and authority needed for Provider to access and process Client Data and to access, monitor, and manage the systems, networks, devices, and locations covered by the Services, including giving any notices to and obtaining any consents from its employees, users, and visitors that the law requires;
7.5 maintain valid licenses and support contracts for third-party products not supplied by Provider;
7.6 follow reasonable security practices on its side, including protecting credentials, applying security recommendations Provider makes, and promptly reporting suspected incidents; and
7.7 use the Services in compliance with law and the acceptable use requirements in the Service Terms.
Provider is not responsible for delays or failures caused by Client's failure to meet these responsibilities.
8. Confidentiality
8.1 Definition. "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 Client Data, network diagrams, configurations, credentials, security findings, pricing, and the terms of each Order. It does not include information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed without use of the other party's information, or is rightfully received from a third party without a duty of confidentiality.
8.2 Obligations. The recipient will use Confidential Information only to perform or receive the Services, protect it with at least reasonable care (and no less care than it uses for its own similar information), and disclose it only to its own employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective. On the same basis, Provider may also disclose it to the Holding Company or another Operating Company that provides shared support or administration or acts as Provider's subcontractor under Section 21.3, and Client may also disclose it to entities that control, are controlled by, or are under common control with Client. Each party remains responsible for any disclosure it makes under this Section. Provider requires a non-disclosure agreement from every employee and contractor who may access Client Data or environments.
8.3 Required disclosure. The recipient may disclose Confidential Information if required by law or court order, after giving the discloser prompt notice (where legally permitted) and reasonable cooperation to seek protection.
8.4 Return. On request or when the Agreement ends, the recipient will return or destroy the discloser's Confidential Information, except copies kept in encrypted backups until they are overwritten in the ordinary course, or as required by law, which remain subject to this Section.
8.5 Duration. These obligations last during the Agreement and for [CONFIDENTIALITY PERIOD, E.G., 3] years afterward, and for credentials, security findings, and Client Data, for as long as the information is held.
9. Data protection
9.1 Privacy Policy. Provider handles personal information as described in the Privacy Policy, which is incorporated by reference.
9.2 Provider as service provider/processor. For Client Data, Client is the business/controller and Provider is the service provider/processor. Provider will: (a) process Client Data only to provide the Services, on Client's documented instructions (the Agreement is Client's instructions), or as required by law; (b) not sell or share Client Data, or use it for Provider's own marketing, or combine it with other data except as permitted by law to provide the Services; (c) keep it confidential under Section 8; (d) maintain the safeguards described in the Privacy Policy and Service Terms; (e) require subcontractors with access to Client Data to follow equivalent obligations, and remain responsible for them; (f) reasonably help Client respond to individuals' privacy requests concerning Client Data; and (g) return or delete Client Data at the end of the Services as described in the Service Terms.
9.3 De-identified data. Provider may create and use de-identified and aggregated data derived from the Services (for example, threat indicators and performance statistics) to operate, secure, and improve its services, provided the data does not identify Client or any individual. Provider will not attempt to re-identify it.
9.4 Security Incidents. Provider will notify Client without undue delay, and in any event within [INCIDENT NOTICE PERIOD, E.G., 72] hours, after confirming a Security Incident, and will provide information reasonably available to help Client meet its obligations, including under applicable breach-notification laws (such as Missouri's, RSMo § 407.1500, and those of the states where affected individuals live). Unless otherwise agreed, Client is responsible for notices to its own customers, employees, regulators, and (where required) the attorney general and consumer reporting agencies.
9.5 Regulated data. Client will not provide Provider with protected health information, payment card data, criminal justice information, or other data subject to special regulatory requirements unless the Order expressly covers that data and the parties have signed any required addendum (such as a business associate agreement). [CONFIRM: REGULATED DATA / BAA POLICY]
9.6 Data processing addendum. A data processing addendum is available on request and, if signed, controls over this Section for the data it covers. [CONFIRM: DPA AVAILABLE]
10. Intellectual property
10.1 Client. Client retains all rights in Client Data and in its pre-existing materials. Client grants Provider a limited license to use Client Data and materials only to perform the Services.
10.2 Provider. Provider and its licensors (and, for title to Provider Equipment, the Equipment Lessor) retain all rights in the Services, Provider's cloud and platform, Provider Equipment, software, tools, scripts, templates, methods, and know-how, including improvements made during the Services ("Provider Materials").
10.3 Deliverables. Upon full payment, Provider grants Client a non-exclusive, perpetual, non-transferable license to use reports, configurations, documentation, and other deliverables created for Client under an Order for Client's internal business purposes. Configurations applied to Client-owned systems belong to Client to the extent they do not contain Provider Materials.
11. Third-party products
Some Services involve third-party hardware, software, and cloud services (for example, Palo Alto Networks products). Those products are provided by their manufacturers under their own terms, warranties, and licenses, which Client must accept where required. Provider passes through to Client any warranties it receives where permitted, but Provider does not itself warrant third-party products and is not responsible for their defects, discontinuation, vulnerabilities, or license changes.
12. Warranties and disclaimers
12.1 Mutual. Each party represents that it has authority to enter into the Agreement.
12.2 Provider warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. If Client notifies Provider of a breach of this warranty within thirty (30) days after the affected Services are performed, Provider will re-perform the non-conforming Services or, if Provider cannot do so within a reasonable time, refund the fees paid for them. This is Client's exclusive remedy for breach of this warranty.
12.3 No guarantee of security. No security service can prevent every attack, intrusion, data loss, or outage. The Services are designed to lower risk, not eliminate it. Provider does not warrant that the Services will detect or prevent all threats, that Client's systems will be free of vulnerabilities or malware, that the Services will be uninterrupted or error-free, or that the Services will make Client compliant with any law, regulation, or standard.
12.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
13. Limitation of liability
13.1 Excluded damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA (EXCEPT PROVIDER'S OBLIGATION TO RESTORE DATA FROM AVAILABLE BACKUPS), OR COSTS OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.
13.2 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING FROM OR RELATED TO AN ORDER WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CLIENT UNDER THAT ORDER DURING THE [LIABILITY CAP PERIOD, E.G., 12] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
13.3 Excluded Claims. "Excluded Claims" means (a) Client's obligation to pay fees; (b) a party's indemnification obligations; (c) a party's gross negligence, willful misconduct, or fraud; and (d) Client's liability for loss of or damage to Provider Equipment. [CONFIRM: SUPER-CAP FOR DATA/CONFIDENTIALITY BREACH, IF ANY]
13.4 Basis of the bargain. The parties agree these limitations reflect a reasonable allocation of risk and are reflected in the fees. They apply to all claims, whether in contract, tort, or otherwise, to the fullest extent permitted by law. Liability is limited to the Provider named in the Order; no other Operating Company and not the Holding Company is liable under that Order.
14. Indemnification
14.1 By Provider. Provider will defend Client against any third-party claim that the Services or deliverables (excluding third-party products and Client materials) infringe a U.S. patent, copyright, or trademark or misappropriate a trade secret, and pay resulting damages and costs finally awarded or agreed in settlement. If such a claim occurs or is likely, Provider may modify the Services to be non-infringing, obtain a license, or terminate the affected Services and refund prepaid fees for the unused period. Provider has no obligation for claims arising from Client's modifications, combination with items not supplied by Provider, or use contrary to the Agreement.
14.2 By Client. Client will defend Provider and The Spider Services against any third-party claim arising from (a) Client Data or Client's instructions, including a claim that Client lacked the rights, consents, or authority required by Section 7.4; (b) Client's violation of law or acceptable use requirements; or (c) Client's materials, and pay resulting damages and costs finally awarded or agreed in settlement.
14.3 Process. The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defense and settlement (but no settlement may impose obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.
15. Non-solicitation (optional) [CONFIRM: INCLUDE NON-SOLICITATION]
During the term of an Order and for twelve (12) months afterward, Client will not directly solicit for employment or engage any employee or contractor of The Spider Services who performed the Services, without Provider's written consent. General job postings and hiring someone who responds to them are not a breach. If Client breaches this Section, Client will pay Provider, as liquidated damages, [NON-SOLICITATION FEE, E.G., 25%] of the individual's first-year compensation.
16. Publicity, marketing, and gift boxes
16.1 Client featuring. The Spider Services stands behind its clients and promotes them. Unless Client opts out, Client grants The Spider Services a non-exclusive, royalty-free license to use Client's name, logo, and a brief description of Client's business (a) to identify Client as a client on our website and in marketing materials; (b) to feature and advertise Client's business in the gift boxes we send to clients and prospects; and (c) if Client participates, in our planned local advertising network once it launches. We will follow Client's reasonable trademark usage guidelines.
16.2 What we will not do without consent. We will not publish testimonials, case studies, quotes, or photos of Client's people or premises, or disclose details of Client's environment, security posture, or incidents, without Client's prior written approval.
16.3 Gift boxes. If Client provides products or materials for inclusion in gift boxes, Client is responsible for their safety, labeling, and legal compliance, and grants us permission to distribute them. [CONFIRM: GIFT BOX PROGRAM TERMS]
16.4 Opting out. Client may opt out of any or all of these uses at any time by emailing support@spiderservices.net. We will stop new uses within [OPT-OUT PERIOD, E.G., 30] days; we are not required to recall printed materials or gift boxes already distributed.
17. Force majeure
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, severe weather, fire, flood, pandemics, war, terrorism, civil unrest, government action, labor disputes (other than its own workforce), utility or Internet failures, failures of third-party carriers or cloud providers, and large-scale cyberattacks that could not reasonably have been prevented by the Services. The affected party will notify the other promptly and use reasonable efforts to resume performance. If the event lasts more than thirty (30) days, either party may terminate the affected Order without penalty.
18. Governing law and dispute resolution
18.1 Governing law. The Agreement is governed by the laws of the State of Missouri, without regard to its conflict-of-laws rules.
18.2 Informal resolution. Before starting any proceeding, a party must give written notice of the dispute, and senior representatives of both parties will meet (in person or virtually) and try in good faith to resolve it within thirty (30) days.
18.3 Forum. If the dispute is not resolved, it will be resolved exclusively in the Circuit Court of Wright County, Missouri, or the United States District Court for the Western District of Missouri, Southern Division (Springfield), and each party consents to the personal jurisdiction of and venue in those courts. [CONFIRM: COURTS OR ARBITRATION]
[ALTERNATIVE 18.3 – ARBITRATION] If the dispute is not resolved, it will be resolved by binding arbitration administered by [ARBITRATION PROVIDER] under its commercial rules, before a single arbitrator in Wright County, Missouri (or by video conference if the parties agree). The Federal Arbitration Act governs this Section. Judgment on the award may be entered in any court of competent jurisdiction. Use either the courts version above or this arbitration version, and delete the other. If you use arbitration, also print this notice in ten-point capital letters directly above the signature lines of each Order (Missouri, RSMo § 435.460): "THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES."
18.4 Injunctive relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property, and Provider may seek such relief to protect Provider Equipment on its own and the Equipment Lessor's behalf.
18.5 Prompt notice of claims. Each party will notify the other in writing promptly after it becomes aware of a claim, so the parties can try to resolve it under Section 18.2. This Section does not shorten the time allowed by law to bring a claim.
19. Notices
19.1 Legal notices (such as breach, termination, non-renewal, and indemnification notices) must be in writing and delivered by hand, nationally recognized courier, certified mail, or email with confirmation of receipt, to the addresses in the Order. Notices to Provider must be addressed to the Operating Company named in the Order, Attn: Legal, 120B E 1st Street, Mountain Grove, MO 65711, with a copy by email to [LEGAL NOTICES EMAIL]. [CONFIRM: LEGAL NOTICES EMAIL]
19.2 Operational notices (such as maintenance, service changes, and price change notices) may be sent by email to Client's primary contact or posted on the client portal or status page.
20. Changes to these terms
Provider may update these Master Terms and the Service Terms by posting a new version on its website. Updates apply to an existing Order only at its next renewal, unless Client agrees otherwise in writing or the change is required by law. The version in effect when an Order is signed (or renewed) applies to that Order.
21. General
21.1 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all prior proposals, discussions, and agreements about it. Statements on the website or in marketing materials are not part of the Agreement unless included in an Order.
21.2 Assignment. Neither party may assign the Agreement without the other's written consent, except that, with written notice, (a) either party may assign it to a successor in a merger, acquisition, or sale of substantially all of its relevant assets, and (b) Client may assign it to an entity that controls, is controlled by, or is under common control with Client. Provider may assign an Order to another Operating Company with notice; the assignee then becomes the Provider and is solely responsible for the Order from the date of assignment.
21.3 Subcontractors. Provider may use subcontractors, including another Operating Company, to perform the Services. Provider remains responsible for their performance, and the subcontractor does not become a party to the Order.
21.4 Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.
21.5 No third-party beneficiaries. The Agreement is for the benefit of the parties only, except that The Spider Services entities may rely on the limitations of liability.
21.6 Severability and waiver. If any provision is unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. A failure to enforce a provision is not a waiver.
21.7 Counterparts and electronic signature. Orders may be signed in counterparts and electronically, and electronic acceptance is binding.
21.8 Headings. Headings are for convenience only. "Including" means "including without limitation."