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19. Equipment & Facilities The Client agrees that Thinsolutions may utilize certain items of The Client's equipment and may gain access to certain of The Client facilities. The Client retains title and ownership in all of The Client's equipment owned by The Client and utilized by Thinsolutions, and must grant authority for Thinsolutions to access The Client's facility. Facility access may be denied for any reason at any time, however if access to facilities is denied, The Client understands that Thinsolutions may be unable to perform their duties adequately and if such a situation should exist, Thinsolutions will be held harmless. 20. Passwords Thinsolutions acknowledges that it must have access to any and all systems and resources to perform their duties under this agreement. As such, it must have access to any and all passwords. Bear in mind that the backup data will always be encrypted and not accessible to anyone who does not have the password. 21. Warranty a. Thinsolutions warrants that the work will be performed to the best of its ability and in accordance with reasonable and customary practices prevailing at the time for its business. b. As long as the monthly fees are current, the NAS unit is fully warranted and no additional charges will be incurred for hardware failure. Firmware updates are also included. c. No other warranties exist, expressed or implied. 22. No Third Party Beneficiary All of the provisions of this Agreement are solely for the benefit of the parties hereto, and none of the other provisions of this entire Agreement shall inure to the benefit of any person not a party to the Agreement, and third parties shall have no rights hereunder. 23. Entire Agreement a. This Agreement is the exclusive statement of the agreement of the parties with respect to its subject matter and supersedes all prior agreements, negotiations, representations, proposals, and awards, written or oral, relating to its subject matter. b. The Client and Thinsolutions agree that in the event any term, covenant or condition herein contained is held to be invalid or void by any court of competent jurisdiction, the invalidity of any such term, covenant or condition shall in no way affect any other term, covenant or condition herein contained. Headings, titles and paragraph captions are inserted in the Agreement for convenience, are descriptive only and shall not be deemed to add to or detract from or otherwise modify the meaning of the paragraphs. 24. Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the state of Ohio. In the event of any dispute, claim, or controversy relating to or arising from this Contract, or any breach, threatened breach, or alleged breach thereof, the Parties hereby expressly waive and relinquish any and all right to a trial by jury on any issue, matter, claim, cause, or controversy pertaining thereto. Page 5 of 6 Confidential Client Initials