BLUE HARBOR TERMS AND CONDITIONS TO SERVICE AGREEMENT
These terms (“Terms”) apply to Client purchases from Blue Harbor Technology, LLC (“Blue Harbor”) of services (“Services”), as well as licenses for software, hardware, support and maintenance services, and/or subscription services (collectively, “Product“). Client hereby engages and retains Blue Harbor to render Services or provide Product, as specifically set forth and limited in the “Statement of Work” or “SOW”, or subsequent Statements of Work, or any work order as agreed among the Parties (each a “Work Order”) under such SOW. Except as otherwise stated therein, subsequent SOWs or Work Orders shall be made a part of and subject to the terms contained herein. No Product or Services will be provided under these Terms alone but will require the execution of a written or electronic SOW, or other mutually acceptable Work Order documentation, each of which must be executed by both Parties and, upon such execution, is deemed incorporated in these Terms for all purposes. In the event of any conflict between the Statement of Work and these Terms, the terms of the Statement of Work will prevail over these Terms.
Blue Harbor may change these Terms at any time. Using the Services after the changes to these Terms become effective, means Client agrees to the new terms. If Client does not agree to the new Terms, Client must notify Blue Harbor in writing of its objection to the new Terms, and Blue Harbor has the right to then terminate the Services.
- System. For the purposes of these Terms, “System” means, collectively, any computer network, computer system, peripheral or device installed, maintained, monitored, or operated by Blue Harbor pursuant to and further identified in the sow. To avoid a delay or negative impact on our provision of the Services, during the term of each SOW Client agree to refrain from modifying or moving the System, or installing software on the System, unless Blue Harbor expressly authorizes such activity. Blue Harbor will not be held responsible or liable for changes made by client without authorization.
- Maintenance; Updates. If patches and other software-related maintenance updates (“Update(s)”) are provided under an SOW, Blue Harbor will install the Updates only if Blue Harbor has determined, in its reasonable discretion, that the Updates will be compatible with the configuration of the System and materially beneficial to the features or functionality of the affected software or hardware. Blue Harbor will not be responsible for any downtime or losses arising from or related to the installation or use of any Update, provided that the Update was installed in accordance with the manufacturer or applicable vendor’s instructions.
- Third-Party Service Providers.
“Third-Party Service Providers” means Services provided by an entity or a Party other than the Blue Harbor in fulfillment of the SOW requirements whose terms and conditions Blue Harbor and Client may be legally bound.
Clients right to use the Third-Party Services is subject to Client’s understanding of, compliance with and consent to these Terms and of any Third-Party agreements, which Blue Harbor does not have authority to vary, alter or amend.
Therefore, Blue Harbor may utilize a Third-Party Service Provider in its discretion to provide the Services in accordance with these Terms. The Third-Party Provider may require the Blue Harbor to sign a contract with the Third-Party Provider for its services (“Third-Party Contract”) and the terms of the Third-Party Contract may impose conditions and requirements upon Client. Access to the terms and conditions of any such Third-Party Contract(s) will be provided to Client or appear on our website which identifies the Third-Party Service Provider and a link to its terms and conditions or EULA. Client hereby agrees to review all Third-Party Terms and Conditions, and consent to those Third-Party Terms and Conditions which Client has consented Blue Harbor to contract upon its behalf.
- Third-Party Product Vendors–
“Third-Party Product Vendors” means machinery, equipment and/or products inclusive of component parts purchased from vendors in fulfillment of the SOW requirements.
Blue Harbor does not own certain Third-Party Products and Client’s right to use the Third-Party Products is subject to Client Agreement with Blue Harbor, and to Client understanding of, compliance with and consent to the terms and conditions of the Third-Party agreements, which Blue Harbor does not have authority to vary, alter or amend.
Blue Harbor will use reasonable efforts to assign, transfer and facilitate all warranties (if any) for the Third-Party Product Vendor to Client, but will have no liability whatsoever for the quality, functionality or operability of any Third-Party Products, and Blue Harbor will not be held liable as an insurer or guarantor of the performance, downtime or usefulness of any Third-Party Product. The Third-Party Product Vendor may require the Blue Harbor to sign a contract with the Third-Party Product Vendor for its products (“Third-Party Contract”) and the terms of the Third-Party Contract may impose certain conditions and requirements upon Client. Access to the terms and conditions of any such Third-Party Contract(s) will be provided to Client or attached to the SOW which identifies the Third-Party. Client hereby agrees to review all Third-Party terms and conditions, and consent to those Third-Party terms and conditions which Client has consented Blue Harbor to contract upon its behalf. Third-Party Product Vendor terms and conditions link of PDF can be found at our website and/or SOW as applicable.
- Third-Party Support. If, in Blue Harbor’s discretion, a hardware or software issue requires vendor or OEM support, Blue Harbor may contact the vendor or OEM (as applicable) on Client’s behalf and pass through to Client all fees and costs incurred in that process. If such fees or costs are anticipated in advance or exceed $100, Blue Harbor will obtain Client permission before incurring such expenses on Client behalf unless exigent circumstances require otherwise.
- Subcontractors. “Subcontractors” means third-party to whom Blue Harbor contracts to provide specified services to complete the services indicated in the applicable SOW.
- Conditions of Service. Client System is eligible for provision of Blue Harbor’s Services as outlined in the SOW or other contractual documents, provided the System is in good condition and Blue Harbor’s serviceability requirements and site environmental conditions are met:
- Client shall provide adequate workspace, heat, light, ventilation, electric current and outlets, internet, remote access, and long-distance telephone access for use by Blue Harbor’s representatives.
- Blue Harbor’s representatives shall have, and Client shall provide full access to the System in order to affect the necessary monitoring and/or supplemental services.
- Blue Harbor reserves the right to suspend or terminate these Terms or any SOW if, in its sole discretion, conditions at the service site pose a health or safety threat to any of Blue Harbor’s representatives.
- All equipment, software and licensing to be supported by Blue Harbor pursuant to these Terms, must be supportable by Blue Harbor and subject to patching, security updates, and manufacturer provided support.
It is the responsibility of Client to promptly notify Blue Harbor of any events/incidents that may impact the services defined within these Terms and/or any supplemental service needs.
Blue Harbor shall provide services as defined in these Terms during Blue Harbor’s regular business hours, unless otherwise specified in any subsequent SOW, or other contract documents, and in accordance with Blue Harbor’s IT Service policies then in effect.
Client agrees that Client will inform Blue Harbor, prior to, Client making any modification, installation, or service performed on the System by individuals not employed or contracted by Blue Harbor in order to assist Blue Harbor in providing an efficient and effective System support response.
Only representatives authorized by Blue Harbor will be eligible to access and service Client System. Any unauthorized access or service conducted on the System without the explicit consent of Blue Harbor, which results in negative System performance, will not be covered by the monthly plan fee as documented in the SOW or other contract documents and will be billed according to Blue Harbor’s labor rates as outlined in the SOW.
Blue Harbor shall be obligated to provide service only at the Service Site(s) as outlined in the SOW. If Client desires to relocate, add or remove locations, Client shall give appropriate notice to Blue Harbor of Client’s intention to relocate sixty (60) days in advance. Blue Harbor reserves the right to renegotiate service terms with respect to any relocation and/or addition of locations by Client. Such right includes the right to refuse service at the relocation and/or new site.
- Service Limitations. In addition to other limitations and conditions set forth in these Terms, the following service and support limitations are expressed:
- Cost of consumables, replacement parts, hardware, software, network upgrades and associated services are outside the scope of this Agreement. Blue Harbor will provide consultative specification, sourcing guidance and/or Time and Material/Project offerings.
- Any unauthorized changes made to the System without Blue Harbor’s written consent which causes issues or failures to the System, are beyond the responsibility of Blue Harbor and Client will be billed the full cost to restore the System to its original state.
- Onboarding Process. Client acknowledges and agrees that Blue Harbor will have no responsibility for any deficiencies in the current operating systems and infrastructure until the Blue Harbor has had a reasonable opportunity to conduct a review of the current system and to provide Client with its recommendations, and Client has accepted and implemented same.
- Offboarding Process.
In the event of termination of Services by either party, Blue Harbor will make reasonable accommodations to transfer Client’s account to Client or Client’s new managed service provider or other authorized agent (the “Onboarding Provider”). Client shall indemnify and hold harmless Blue Harbor, its Contracted Subcontractors and their respective directors, officers, employees, consultants and agents for any claims or losses resulting from the activities of Client or the Onboarding Provider during the transition period from Blue Harbor to the Onboarding Provider, inclusive of when Client obtains access to all super administrator accounts of their infrastructure.
Transfer will require that Client’s account be fully paid at time of transfer inclusive of any offboarding charges.
- Network Devices, Hardware and Systems: Blue Harbor shall only be responsible for providing services to network devices, hardware and systems identified by the Client and Blue Harbor and set forth and agreed upon SOW’s. From time to time, SOW’s will be updated with new devices, hardware or systems that have been agreed upon by the parties. Said updated SOW shall be signed by both parties and dated on a quarterly basis or per the request of Blue Harbor. Blue Harbor may, in its sole discretion, deny requests to add devices, hardware or systems. The Client shall bear the responsibility to isolate and protect the system by not allowing additional devices, hardware or system on the system unless approved by Blue Harbor. Blue Harbor shall have no responsibility for any devices, hardware or systems or damage resulting therefrom that are added to the System without Blue Harbor’s approval. Blue Harbor shall have the right to cancel this contract if devices, hardware or systems are added without their approval. If Client obtains new devices, hardware or systems and wishes to request Blue Harbor’s services to extend to new devices, hardware or systems, said extension shall not take effect unless and until both Parties agree in writing to a new SOW. Said written, signed SOW shall then become an addendum to this contract and incorporated herein. Blue Harbor reserves the right to deny any requests for additional services and/or additional hardware/systems for any reason in their sole discretion.
- Authorized Contact(s). Client understands and agrees that Blue Harbor will be entitled to rely on any directions or consent provided to Blue Harbor by any of Client Authorized Contacts, as indicated in an applicable SOW. If no Authorized Contact is identified in an applicable SOW, then Client Authorized Contact will be the person(s) (i) who signed this Agreement, and/or (ii) who signed the applicable SOW. If Client desires to change Client Authorized Contact(s), please notify Blue Harbor of such changes in writing which, unless exigent circumstances are stated in the notice, will take effect three (3) business days thereafter.
- Shared Administrator Credentials. If Client shares server, network, or software application administrative credentials, Blue Harbor will not be held legally liable or responsible for any outages, errors, breaches, data loss and misconfiguration since multiple administrators from different companies jeopardizes the integrity of the support outlined in this agreement.
- End of Cloud Services. For the purposes of these Terms, “System” means, collectively, any computer network, computer system, peripheral or device installed, maintained, monitored, or operated by Blue Harbor pursuant to and further identified in the sow. To avoid a delay or negative impact on our provision of the Services, during the term of each SOW Client agree to refrain from modifying or moving the System, or installing software on the System, unless Blue Harbor expressly authorizes such activity. Blue Harbor will not be held responsible or liable for changes made by client without authorization.
- Suspension of Cloud Services. Blue Harbor may temporarily suspend Customer password, account, and access to or use of the Services if Customer violates any provision within of this Agreement, ‘Customer Content in Blue Harbor Services, or ‘Use of the Services’ sections of this Agreement, or if in Blue Harbor‘s reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality.
- Cloud Service Termination. Customer’s use of the Cloud Service may be terminated if it (i) poses a security risk to the Service or any third party, (ii) adversely impacts the Service or the systems or Content of any other clients (iii) subjects Blue Harbor, Blue Harbor affiliates, or any third party to liability, or (iv) Client’s use is fraudulent.
- Response. Blue Harbor warrants and represents that Blue Harbor will provide the Services, and respond to any notification received by Blue Harbor of any error, outage, alarm or alert pertaining to the System, in the manner and within the time period(s) designated in the applicable SOW (“Response Time”), except for (i) periods of delay caused by Client Downtime (defined below), Vendor-Side Downtime (defined below) or (ii) periods in which Blue Harbor is required to suspend the Services to protect the security or integrity of Client System or Blue Harbor’s equipment or network, or (iii) delays caused by a force majeure event.
- Scheduled Downtime. For the purposes of this Agreement, Scheduled Downtime will mean those hours, as determined by Blue Harbor which will not occur between the Blue Harbor’s normal business hours of 9:00 AM and 5:00 PM Monday through Friday without Client authorization or unless exigent circumstances exist, during which time We will perform scheduled maintenance or adjustments to Client System. Blue Harbor will use it’s best efforts to provide Client with at least twenty-four (24) hours of notice prior to scheduling Scheduled Downtime.
- Client Downtime.Blue Harbor will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by Client actions or omissions (“Client Downtime”).
- Vendor-Side Downtime.
Blue Harbor will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by third-party service providers, third-party licensors, or “upstream” service or product vendors.
Client and Blue Harbor expressly agree that this paragraph is intended to be as broad as permitted by the laws of the State of Massachusetts and that this paragraph shall be governed by and interpreted in accordance with the laws of the State of Massachusetts.
- Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), in any format whether oral, written, electronic, or other, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
- Client Confidential Information shall include any personally identifiable information or protected health information of Client employees, Client customers, and Client Data. Client acknowledges and agrees that these Terms do not constitute a Business Associates Agreement (“BAA”) as that term is defined in the Health Insurance Portability and Accountability Act (HIPAA; Pub.L. 104–191, 110 Stat. 1936, enacted August 21, 1996 and as amended), and that the requirement for any such agreement in addition to these Terms may be necessary to provide the Services hereunder. Client shall be solely responsible for the consequences, if any, of moving forward with the Services hereunder without such a BAA and shall be the sole judge of the necessity for a BAA in addition to these Terms. Furthermore, Client hereby agrees to defend, indemnify and hold harmless Blue Harbor and any affiliated company, and Blue Harbor’s respective present and former shareholders, officers, directors and employees and our attorneys and agents, and our predecessors, successors, insurers, assigns, heirs, executors and administrators (collectively referred to as the “Indemnitee”), from and against any and all claims, demands, causes of action, actions, judgments, liabilities, losses, costs and expenses, including attorneys’ fees and costs, as they occur, brought against, imposed upon, or incurred or suffered by, the Indemnitee which in any way relate to the failure of Client to comply with these Terms in proper handling of protected health information not caused by Blue Harbor’s gross negligence and/or due to the absence of any necessary BAA, or failing to notify Blue Harbor of the necessity of same.
- Confidential Information of each Party shall include the terms and conditions of these Terms and all SOW’s, and/or other contract documents as well as business and marketing plans, technology and technical information, products, services, product plans and designs, trade secrets, and business processes disclosed by such Party.
- Confidential Information (other than Client Data) shall not include any information that:
- (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,
- (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,
- (iii) is received from a third-party without breach of any obligation owed to the Disclosing Party, or
- (iv) was independently developed by the Receiving Party.
- Protection of Confidential Information . The Receiving Party shall:
- (i) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care,
- (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement or otherwise in any manner to the Disclosing Party’s detriment, and
- (iii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, subcontractors and agents who need such access for purposes consistent with this Agreement.
- Non-disclosure. Neither Party shall disclose these Terms or any SOW and/or other contract documents to any third-party other than its affiliates, legal counsel, and accountants without the other Party’s prior written consent.
- Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
- If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a Party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
- Return or Destruction of Confidential Information. Upon request, each Party agrees to promptly return the other Party’s Confidential Information in its possession, custody or control, or to certify the deletion or destruction of Confidential Information; provided, however, that the Receiving Party may retain a copy of any Confidential Information to the extent (a) required by applicable law or (b) it would be unreasonably burdensome to destroy. In the event that return or destruction of Confidential Information is unduly burdensome, or not feasible, the Parties shall extend the protections of these Terms to the retained Confidential Information.
It is the Customers responsibility for any failure or malfunction of electrical or telecommunications infrastructure or services that causes damage to Blue Harbor’s products or services and Blue Harbor disclaims all responsibility for any loss including data.
- Client may only use and disclose Intellectual Property in accordance with the terms of this Agreement and applicable SOW and/or other contract documents. Blue Harbor reserves all rights in and to the Intellectual Property not expressly granted in this Agreement. Client may not disassemble or reverse engineer any Intellectual Property or decompile or otherwise attempt to derive any software source code within the Intellectual Property from executable code, except to the extent expressly permitted by applicable law despite this limitation or provide a third-party with the results of any functional evaluation, or benchmarking or performance tests on the Intellectual Property, without Blue Harbor’s prior written approval. Except as expressly authorized in these Terms or an SOW and/or other contract documents, Client may not (a) distribute the Intellectual Property to any third-party (whether by rental, lease, sublicense or other transfer), or (b) operate the Intellectual Property in an outsourcing or Blue Harbor business to process the data of third parties. Additional usage restrictions may apply to certain third-party files or programs embedded in the Intellectual Property – applicable installation instructions or release notes will contain the relevant details.
- License Agreements.
- (a) License. Subject to these Terms, Blue Harbor grants Client a perpetual, non-exclusive, non-transferable license to use all programming, documentation, reports, and any other product provided as part of the Services solely for Client own internal use. At all times, all software on the System must be genuine and licensed, and Client agrees to provide Blue Harbor with proof of such licensing upon it’s request. If Blue Harbor requires Client to implement certain minimum hardware or software requirements (“Minimum Requirements”), Client agrees to do so as an ongoing requirement of Blue Harbor providing it’s Services to Client.
- (b) Software Installation or Replication. If Blue Harbor is required to install or replicate Client software as part of the Services, Client will independently verify that all such software is properly licensed. Client act of providing any software to Blue Harbor will be deemed Client affirmative acknowledgement to Blue Harbor that Client have a valid license that permits Blue Harbor to perform the Services related thereto. In addition, Client will retain the duty and obligation to monitor Client equipment for the installation of unlicensed software unless Blue Harbor in a written statement of work (“SOW”) expressly agrees to conduct such monitoring. Customer will indemnify and hold harmless Blue Harbor against all damages and expenses it may incur (including reasonable attorney’s fees and disbursements) related to Customer providing infringing materials to Blue Harbor or any Customer breach of this Section.
- (c) Pre-Existing License Agreements. Any software product provided to Client by Blue Harbor as a reseller for a third-party, which is licensed to Client under a separate software license agreement with such third-party, will continue to be governed by the third-party license agreement.
- (d) EULA. Portions of the Services may require Client to accept the terms of one or more third-party end user license agreements (“EULAs”). If the acceptance of a EULA is required to provide the Services to Client, then Client hereby grants Blue Harbor permission to accept the EULA on Client behalf. EULAs may contain service levels, warranties and/or liability limitations that are different than those contained in these Terms. Client agrees to be bound by the terms of such EULAs and will look only to the applicable third-party provider for the enforcement of the terms of such EULAs. If, while providing the Services, Blue Harbor is required to comply with a third-party EULA and the third-party EULA is modified or amended, Blue Harbor reserves the right to modify or amend any applicable SOW with Client to ensure it’s continued compliance with the terms of the third-party EULA. Client agrees to hold harmless and Indemnify Blue Harbor against Client violation of any of the terms and conditions included in the subject EULA.
- Third-Party Products.Unless otherwise stated in an SOW, all hardware, software, peripherals or accessories purchased through Blue Harbor (“Third-Party Products”) are nonrefundable once the applicable SOW is placed in our queue for delivery. Blue Harbor will use reasonable efforts to assign, transfer and facilitate all warranties (if any) and service level commitments (if any) for the Third-Party Products to Client, but will have no liability whatsoever for the quality, functionality or operability of any Third-Party Products, and Blue Harbor will not be held liable as an insurer or guarantor of the performance, uptime or usefulness of any Third-Party Products. Unless otherwise expressly stated in a SOW, all Third-Party Products are provided “as is” and without any warranty whatsoever as between Blue Harbor and Client (including but not limited to implied warranties).
CLIENT CYBER SECURITY. It is understood that within the Services provided, it is not the intent, nor does the Blue Harbor provide any type of internet security monitoring, cyber security monitoring, cyber terrorism monitoring, or other cyber threats for Client unless otherwise specified in the SOW. As cyber threats are always evolving it is strongly recommended that Client engage the services of a cyber protection third-party vendor to monitor the cyber controls and cyber activities in Client System. In no event, including the negligent act or omission on its part, shall Blue Harbor, whether under these Terms, an SOW, or otherwise in connection with any of them, be liable in contract, tort, third-party liability, breach of statutory duty or otherwise, in respect of any direct, indirect or consequential losses or expenses, including without limitation loss of anticipated profits, company shut-down, third-party loss or injury, any loss because of data breach, any loss of personally identifiable or protected information, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable, if such loss was the result of or arose from any act of terrorism, strike or similar labor action, war, invasion, act of foreign enemy, hostilities or warlike operations, civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, or any action taken in controlling, preventing or suppressing any of these things, including any such act or series of acts of any person or group(s) or persons, whether acting alone or on behalf of or in connection with any organization(s), committed for political, religious or ideological purposes including but not limited to the intention to influence any government and/or to put the public in fear for such purposes by using activities perpetrated electronically that are directed towards the destruction, disruption or subversion of communication and information systems, infrastructure, computers, telecommunications or electronic networks and/or its content thereof or sabotage and or threat therefrom.
THE PRECEDING INDEMNIFICATION OBLIGATIONS ARE CONDITIONED ON ANY OF THE INDEMNIFIED PARTIES: (I) NOTIFYING THE INDEMNIFYING PARTY PROMPTLY IN WRITING OF SUCH ACTION; (II) REASONABLY COOPERATING AND ASSISTING IN SUCH DEFENSE; AND (III) GIVING SOLE CONTROL OF THE DEFENSE AND ANY RELATED SETTLEMENT NEGOTIATIONS TO THE INDEMNIFYING PARTY WITH THE UNDERSTANDING THAT THE INDEMNIFYING PARTY MAY NOT SETTLE ANY CLAIM IN A MANNER THAT ADMITS GUILT OR OTHERWISE PREJUDICES THE INDEMNIFIED PARTY, WITHOUT CONSENT.
- Commercial Property Insurance. Client shall secure at Client own cost and expense Property Insurance for Client equipment that is part of the provisions of the service agreement.
- Cyber Insurance. Client shall secure and maintain for the duration of the contract Cyber Liability Insurance to insure Client cyber exposures. Specific limits and coverages should be evaluated by a qualified insurance broker or risk manager to determine Client specific coverage and policy limit requirements. A minimal $1,000,000 Policy per occurrence/aggregate limit is required.
- Mutual Waiver of Subrogation. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ALL RIGHTS AGAINST THE OTHER FOR RECOVERY OF DAMAGES TO THE EXTENT THESE DAMAGES ARE COVERED BY THE WORKERS COMPENSATION (TO THE EXTENT PERMITTED BY LAW) AND EMPLOYERS LIABILITY, PROFESSIONAL LIABILITY, GENERAL LIABILITY, PROPERTY INSURANCE, COMMERCIAL UMBRELLA/EXCESS, CYBER OR OTHER COMMERCIAL LIABILITY INSURANCE OBTAINED BY EITHER PARTY. CLIENT WILL NOT HOLD BLUE HARBOR ITS SUBCONTRACTORS AND/OR THIRD-PARTY SERVICE PROVIDERS RESPONSIBLE FOR SUCH LOSSES AND WILL CONFIRM THAT CLIENT INSURANCE POLICIES REFERENCED ABOVE PROVIDE FOR THE WAIVER OF SUBROGATION INCLUDED IN THE TERMS OF SERVICE.
No statement by any Blue Harbor employee or agent, orally or in writing, will serve to create any warranty or obligation not set forth herein or to otherwise modify these Terms in any way whatsoever.