TERMS AND CONDITIONS OF REPAIR DISPATCH

1. REGISTRATION

Thank you for choosing Repair Dispatch, LLC (the “Company”, “we”, “us”, or “our”). These are the terms and conditions, as such terms may be amended from time to time at Company’s sole discretion, (together with the applicable order forms or statements of work, collectively referred to as the “Agreement’) that apply to your access and/or use of the Company’s website located at www.RepairDispatch.com (the “Site”) and to any services made by available by Company, including without limitation, any customizations, platforms, professional services, functionality, and/or software performed or provided by Company, whether the foregoing is made available on or through the Site, or by any other means in connection with any purchase, or any other services provided by the Company (together with the Site, collectively referred to as the “Services”).

PLEASE READ THIS AGREEMENT BEFORE ACCESSING, USING, OR REGISTERING FOR THE SERVICES. BY COMPLETING YOUR REGISTRATION AND/OR CLICKING ON THE “I ACCEPT” BUTTON BELOW, BY ACCESSING AND/OR USING THE SERVICES, OR BY ENTERING INTO ANY ORDER FORM OR STATEMENT OF WORK RELATED TO THESE SERVICES, YOU WILL BECOME A USER (A “USER”, OR, ALTERNATIVELY, “YOU”, “YOUR”, “YOURS”) OF THE SERVICES AND YOU AGREE TO BE BOUND BY THIS AGREEMENT AT ALL TIMES, AS SUCH TERMS MAY BE AMENDED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THE AGREEMENT, PLEASE DO NOT USE, ACCESS, OR REGISTER FOR THE SERVICES.

The Agreement is subject to change by the Company at any time; however, the most current version of the Agreement will be available on or through the Services. We encourage you to regularly review the Agreement to ensure that you are aware of any changes. By continuing to use the Services you agree to be bound by the then most current version of the Agreement, which may be amended from time to time. 

By registering for, using or receiving the Services, you:

• represent that you are 18 years of age or older;

• represent that you have the legal capacity and authority to bind yourself and/or the person or entity for whom you are accepting this Agreement;

• represent, warrant and covenant that the information and data that you have provided or will provide to the Company is or will be correct and complete in all respects, and that you have the right to provide such information and data to the Company;

• acknowledge that the Company has and will rely upon the information and data that you provide and that any incorrect or incomplete information that you provide to the Company may result in the Company withholding, suspending or terminating the Services and/or terminating this Agreement; and

• agree to be bound by this Agreement, as it may be updated by the Company from time to time in its sole discretion.

For information regarding how information is gathered and used within the Services, please read our Privacy Policy made available at [insert webpage link], which is incorporated by reference into this Agreement.

2. CHANGES/UPGRADES TO THE SERVICES

We have the right, in our sole discretion, to modify or change the Services. We will notify you of such changes via the Services, email, or any other method we deem appropriate. Your continued use after any such modification or change is made constitutes your acceptance of such modification or change. Company may, in its reasonable discretion, use subcontractors inside or outside the United States to perform any of its obligations hereunder.

3. PROVISION OF SERVICES

(a) Subject to Company’s full payment for the Services and compliance with the Agreement, Company will make Services available to User during the Term for their internal business purposes in accordance with the Agreement.

(b) Professional Services. Company may also provide professional services as may be further specified in a statement of work. All professional services, including any output, deliverables, customizations, or results of any kind will be solely owned by Company and may only be used by you so long as you are in compliance with the terms of this Agreement and is accessing the Services pursuant to an order form entered into by and between Company and you.  

(c) Delays. Any delays due to any acts or omissions by you may result in additional applicable charges for resource time and Company will not be liable or responsible in any way for any such delays. All deliverables will be deemed accepted by you upon completion by Company.

(d) Cooperation. You shall provide the access, resources, equipment, materials, personnel, information, consents, and full good faith cooperation reasonably necessary to enable Company to perform and deliver the Services. If while performing Services, Company requires access to another vendor’s products that are part of your system, you will be responsible for acquiring all such products and the appropriate license rights necessary for Company to access such products on your behalf. 

4. USE OF SERVICES 

(a) Eligibility. You must be 18 years old, or the age of majority, as determined by the laws of your state of residency, to become a User and assume the obligations set forth in this Agreement. In order for you to receive the Services, which will be provided remotely, the Company may qualify your internet connection for the minimum line rate (speed) available for support based on standard line qualification procedures.

(b) Security of the Services. You are responsible to keep your password(s) secure, and you agree not to disclose your password(s) to any third party. You are solely responsible for any activity that occurs under your user names and accounts. You expressly agree that you will not resell the Services. You may not assign your obligations under this Agreement to any other party.

(c) Restrictions on use. You are fully liable for any unauthorized access to or misuse of the Services and Company will not be liable in any way. By using the Services, you agree that you will not (i) access or use the Services in the manner which is not authorized by the Agreement and any other documents we may provide to you; (ii) use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services; (iii) attempt to gain unauthorized access to the Services (or computer systems or networks connected to the Services) through hacking, password mining, or any other means; (iv) engage in any activities with respect to the Services that violate any applicable local, state, national or international laws or regulations, the intellectual property or other rights of third parties, or submit or transmit any material that is abusive, defamatory, obscene, threatening, or otherwise inappropriate, as reasonably determined by the Company; (v) use the Services to call or text wireless phones or any device where the called party is charged for the call, without well-documented, prior express written consent and you will remain fully liable for any such use of the Services in such manner; (vi) upload, provide or submit any sensitive personal information (as defined by applicable data protection laws), and/or personal health information (meaning health or medical condition of an individual or the provision of health care to an individual) to Company or through the Services or other platform; (vii) license, sublicense, sell, resell, transfer, rent, lease, assign, distribute, disclose, or otherwise commercially exploit the Services; (viii) copy, modify or make derivative works based upon the Services; (ix) “frame” or “mirror” the Services on any other server or device; (x) access the Services for competitive purposes or use the Services for application service provider, timesharing or service bureau purposes, or any purpose other than its own internal use, (xi) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Services, (xii) remove, obscure or modify a copyright or other proprietary rights notice in the Service; or (xiii) permit or assist any other party (including any User) to do any of the foregoing.

(d) Your Responsibilities. You shall: (i) be responsible for your compliance with the Agreement and any applicable documentation that may be provided by Company; (ii) be responsible for the accuracy, quality and legality of the data that you input into the Services (“User Data”), the means by which you acquired User Data, your use of User Data with the Services, and the interoperation of any third-party applications with which you use Services or Content (as defined further below); (iii) prevent unauthorized access to or use of Services and Content, and notify Company immediately of any such unauthorized access or use; (iv) comply with terms of service of any third party applications with which you use Services or Content; and (v) use Services and Content only in accordance with this Agreement, Documentation, order forms and applicable laws and regulations, including without limitation, all state, federal and international: (1) Do-Not-Call (“DNC”) list prohibitions; (2) telemarketer licensing and bonding requirements; (3) consumer cancellation rights; (4) mandatory disclosures; (5) wireless calling restrictions; (6) restrictions on the use of automatic telephone dialing systems and pre-recorded messages (i.e. robocalling or voice broadcasting); (7) internal opt-out rules; (8) intellectual property rights and restrictions; and (9) other product and industry specific rules and disclosures. Any use of the Services in breach of the foregoing by you that in Company’s judgment threatens the security, integrity or availability of the Services, may result in Company’s immediate suspension of the Services. All of our offers are void where prohibited by law. You agree that you have read and understand the FTC’s Telemarketing Sales Rule (“TSR”) and the FCC’s Telephone Consumer Protection Act (“TCPA”), and all other applicable laws and regulations. You must review these rules with your own legal counsel to ensure that you understand and are fully compliant. We do not assume responsibility for ensuring that your marketing campaigns meet applicable legal requirements. We will not assume any liability if you are ever held guilty or liable for any law violation. Notwithstanding the foregoing, if Company, in its sole judgment, believes  that you may have violated the law, we may suspend or terminate your use of the Services immediately. You realize and agree that we may be required by law to provide certain information about you if we receive a subpoena from a court or regulator with competent jurisdiction. We are under no obligation to object to the same, except in our sole discretion. In the event you are suspended by Company for any breach or suspected breach of this Agreement, you will remain fully liable for any fees owed during such suspension period and will be obligated to remedy any such breach or suspected breach in accordance with Company’s requirements. 

(e) User reassignment. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require use of the Services. Unless otherwise specified in the relevant order form, the replacement User shall be under the same Agreement as the original User. You agree to be liable for any fees owed with respect to any additional Users in violation of this section. Additional order forms may be needed for additional Users as determined by Company.

(f) Service interruptions. The Services are web-based and may be interrupted or negatively affected by items outside of our control. The Company may also discontinue any of the Services from time to time in its sole discretion. We are not liable to you for interruptions to or problems with the Services for any reason caused by or resulting from acts beyond our reasonable control, including but not limited to: acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, e-business software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services; failure of access circuits to our computer network, DNS (domain name server) issues outside our direct control; issues with FTP, POP3, SMTP, or any items relating to your access to Services; your acts or omissions (or acts or omissions of others engaged or authorized by you), including, without limitation, custom scripting or coding (e.g., COI, Python, HTML, ASP, etc.), any negligence, willful misconduct, or use Services in breach of this Agreement; e-mail or WebMail delivery and transmission; DNS propagation; or outages elsewhere on the internet that hinder access to the Services. Company is not liable for any failure of any equipment or services used by you in order to use the Services.

(g) Third-party products and services. Company or third parties may make available third-party products or services. Any acquisition or use by you of such products or services, and any exchange of data between you and any third party provider, product or service is solely between you and the applicable third-party provider. Company does not warrant or support third-party applications or other third-party products or services, whether or not they are designated by Company as “certified” or otherwise, unless expressly provided otherwise in an order form to this Agreement. Company is not responsible for any disclosure, modification or deletion of your data resulting from access by such third party application or its provider. 

(h) Integration with third-party applications. The Services may contain features designed to interoperate with third-party applications. Company cannot guarantee the continued availability of such Service features, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a third party application ceases to make the third-party application available for interoperation with the corresponding Service features in a manner acceptable to Company.

(i) Removal of content and third-party applications. If you receive notice, including from Company, that information obtained by Company from publicly available sources or its third-party content providers and made available to you through the Services (“Content”) or a third-party application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or Company policies, you will promptly do so. If you do not take required action, including deleting any Content that you may have downloaded from the Services, in accordance with the above, or if in Company’s judgment continued violation is likely to reoccur, Company may disable the applicable Content, Service and/or third party application. If requested by Company, you shall confirm deletion and discontinuance of use of such Content and/or third party application in writing and Company shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if Company is required by any third-party rights holder to remove Content, or receives information that Content provided to you may violate applicable law or third-party rights, Company may discontinue your access to Content through the Services.

5. INTELLECTUAL PROPERTY

(a) Ownership. You acknowledge that you have no ownership, rights, title and other interest in and to the Services (including all rights therein, and all derivatives, professional services, customizations, translations, modifications and enhancements thereof) are, and shall remain, owned exclusively by Company notwithstanding any other provision in this Agreement, order form, or statement of work hereunder. All rights, title, and interest including, but not limited to, intellectual property interests, in and to the Services are the exclusive property of the Company, and this Agreement shall not be deemed a transfer of title or ownership in any respect. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services or documentation. The Company name, logo, and product names are trademarks of Company, and no right or license is granted to use them at any time without prior written consent. The Company alone shall own all rights, title and interest in and to any suggestions, enhancement requests, specifications, feedback, or recommendations provided by you or any third party relating thereto. All rights not expressly granted to you pursuant to this Section are expressly reserved by us.

(b) Modifications and improvements. If any modifications, customizations, enhancements, improvements or alterations to the Services are or have been made us, by you or by any non-party, either singly or in combination, all such modifications, enhancements, improvements or alterations shall belong exclusively to us and is Company’s intellectual property and you are not granted any rights to such intellectual property in any way. If requested by Company, you agree to execute any documents to reaffirmCompany’s right title and interest into Company’s intellectual property rights to the Services.

(c) Confidential information. You acknowledge that, in connection with the performance of this Agreement, you may receive certain confidential information of Company, which confidential information shall include information relating to the Services, including without limitation, any pricing, enhancements, customizations, . You hereby agree: (a) to hold and maintain in strict confidence all confidential information of the Company and not to disclose it to any third party; and (b) not to use any confidential information of the Company except as permitted by this Agreement or as may be necessary to exercise rights or perform obligations under this Agreement. In the event that you disclose or are required to disclose confidential information, you shall provide immediate notice to Company prior to any disclosure to afford Company a reasonable opportunity to protect the confidential information from public disclosure and will reasonably assist Company with such protection. Except as expressly provided in this Agreement, if you discloses or use (or threatens to disclose or use) any confidential information of the Company in breach of confidentiality protections hereunder, the Company shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by you that any other available remedies may be inadequate.

(d) Use of data. You agree that as part of providing the Services, Company may collect, use and disclose data from your  use of the Services for its business purposes, including without limitation, service improvements, industry analysis, benchmarking, analytics and supporting usage of the Services. 

6. PAYMENT

(a) Billing and payment of fees. You shall pay all fees in accordance with the payment terms as specified in the applicable order form. All payments will be due within 30 days from the invoice date. If any such invoice is more than 10 days past due, Company may, without limiting its other rights and remedies, suspend your access to the Services until such invoice is paid in full. All payment obligations are non-cancellable, and all amounts paid are nonrefundable except as otherwise specified in an order form or statement of work. Unless otherwise agreed to in an order form or statement of work, Company reserves the right to increase its fees at any time upon notice to you. 

(b) Late fees. If any invoiced amount is not received by Company by the due date, then without limiting Company’s rights or remedies, (i) those charges may accrue interest at the rate of 7% of the outstanding balance per month, or the maximum rate permitted by law, whichever is greater, and/or (ii) Company may condition future term renewals and order forms on payment terms shorter than those specified in the Agreement before such future renewal.

(c) Taxes. Company’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”) and you shall be responsible for payment of all Taxes associated with this Agreement.

(d) Invoicing. You shall cooperate diligently to enable the invoicing process and you shall provide to Company at least the following information in writing to facilitate invoicing: your full registered company/legal entity name, registered office address, goods and services tax identification number, address and/or relevant information required under applicable law. Any error/delay in issuance of the electronic invoice due to: (a) the provision by you of incorrect or insufficient invoicing information preventing Company from successfully submitting or processing the invoice; or (b) any event which requires Company to issue an invoice again; shall not result in an extension of the payment term set out in this Section 6, and such term shall still be calculated from the date of the original invoice. Company reserves the right to provide any invoice copy in electronic form via email in addition to the invoicing described herein.

7. WARRANTIES

THE COMPANY (INCLUDING ITS SUPPLIERS AND/OR LICENSORS) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AS TO THE PERFORMANCE, FUNCTIONALITY OR LEGAL COMPLIANCE OF THE SERVICES. THE SERVICES ARE BEING PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. YOU USE THE SERVICES AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY (INCLUDING ITS SUPPLIERS AND/OR LICENSORS) SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 

ANY THIRD PARTY LINKS, RESOURCES, AND CONTENT AVAILABLE WITH THE SERVICES ARE NOT CONTROLLED BY THE COMPANY, AND THE COMPANY DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH THIRD PARTY LINKS, RESOURCES, AND CONTENT INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT. THE COMPANY WILL NOT BE LIABLE FOR YOUR ACCESS TO, USE OF OR DOWNLOADING OF CONTENT AVAILABLE ON OR THROUGH, THE SERVICES.

YOU UNDERSTAND AND AGREE THAT CERTAIN TECHNOLOGIES, INCLUDING RINGLESS VOICEMAIL DELIVERY, FOR EXAMPLE, MAY EXIST IN GRAY AREAS OF THE LAW WHERE NO REGULATORY AUTHORITY HAS YET ADDRESSED THE TECHNOLOGY AND YOU AGREE TO ACCEPT ALL RISKS RELATED TO THE SAME. 

8. LIMITATION OF LIABILITY

THE COMPANY DOES NOT AUTHORIZE ANY PERSON TO CREATE FOR IT ANY OBLIGATION OR LIABILITY IN CONNECTION WITH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, PERSONAL OR REAL PROPERTY DAMAGE, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, OR NEGLIGENCE) AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, REGARDLESS OF THE CAUSE,  ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, EVEN IF THE COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR EVEN IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL AND DISCONTINUE USING THE SERVICES. IN NO INSTANCE WILL THE COMPANY’S OR ITS AFFILIATES’ LIABILITY TO YOU EXCEED THE FEES PAID BY YOU IN THE THREE (3) MONTH PERIOD PRIOR TO THE CLAIM AT ISSUE, AND YOU AGREE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK. THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL APPLY REGARDLESS OF ANY ALLEGATION OR FINDING THAT A REMEDY FAILED OF ITS ESSENTIAL PURPOSE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) AND EVEN IF THE COMPANY OR OTHERS WERE ADVISED OR AWARE OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR LIABILITY.

9. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ASSIGNS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, PROCEEDINGS, FORMAL OR INFORMAL, SUITS AND ANY OTHER ACTIONS, (“CLAIMS”) INCLUDING ANY RELATED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, FINES, JUDGMENTS, SETTLEMENTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND DISBURSEMENTS) AND COSTS INCURRED BY, BORNE BY OR ASSERTED AGAINST THE COMPANY TO THE EXTENT SUCH CLAIMS IN ANY WAY RELATE TO, ARISE OUT OF, OR RESULT FROM ANY OF THE FOLLOWING: (A) YOUR USE OF THE SERVICES; (B) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS; (C) YOUR ACTUAL OR ALLEGED BREACH OF THE AGREEMENT OR THE PRIVACY POLICY; (D) YOUR USE OF ANY THIRD PARTY SERVICES OR THIRD PARTY EQUIPMENT; (E) ACTS, ERRORS, OR OMISSIONS BY YOU; OR (F) INFRINGEMENT OF ANY THIRD PARTY PROPRIETARY RIGHTS, INCLUDING WITHOUT LIMITATION, ANY AND ALL INTELLECTUAL PROPERTY RIGHTS OR PRIVACY RIGHTS ARISING FROM THE USE OF THE SERVICES.

10. TERM; TERMINATION; CANCELLATION

(a) Term. This Agreement commences when you accept it and continues until all order forms, statements of work, and/or subscriptions hereunder have expired or have been terminated or canceled by either party as specifically authorized herein (“Term”). 

(b) Cancellation. We reserve the right to suspend or cancel the Services at any time if you fail to pay amounts owing when due, violate or breach any of the Agreement, or for any other reason at our sole discretion. If the Services are suspended or canceled, you will still be responsible for payment of all outstanding balances accrued through the remainder of the month or other cancellation date, including any fees described herein. Upon termination of the Services, you will no longer have access to the Services. TO CANCEL SERVICE YOU MUST DO SO BY CALLING OUR SUPPORT. The contact information can be found by visiting www.RepairDispatch.com. Upon cancellation, you will not be entitled to any return or refund of any amount that you have paid for the Services, even if you have prepaid such amounts. Cancellation of the Services revokes your license and ends your rights thereunder. In case of such cancellation, you will immediately cease use of the Services.  

(c) Termination. Company may immediately terminate this Agreement at its convenience.

11. EXPORT CONTROL

The Services may be subject to export laws and regulations of the United States and other jurisdictions. You agree to comply with such restrictions and not to export or re-export the Services or any portion thereof to countries or persons prohibited under the export control laws. You represent that you are not named on any government list of persons or entities prohibited from receiving exports, and (ii) shall not, and shall ensure that Users do not, violate any export embargo, prohibition, restriction or other similar law in connection with this Agreement. 

12. GENERAL

(a) Waiver. Any waiver granted herein shall not be deemed effective unless in writing, executed by the party as to whom enforcement of the waiver is sought. A waiver by either party of any provision(s) hereof shall not be deemed a waiver as to any other provision hereof or of any subsequent breach by either party of the same or any other provision.

(b) Severability. If any provision of this Agreement is prohibited or unenforceable by any applicable law, the provision shall be ineffective only to the extent and for the duration of the prohibition of unenforceability, without invalidating any of the remaining provisions.

(c) Relationship.The parties are independent contractors. This Agreement does not create a franchise, joint venture, partnership, employment, agency, or fiduciary relationship between the parties in any way. The Company reserves the right to determine the method, manner and means by which the Services will be performed.

(d) Survival. Your obligations under this Agreement that by their nature would continue beyond the termination of this Agreement including, but not limited to, those sections relating to indemnification, confidentiality, limitation of liability, intellectual property, warranties, general provisions, use of services and site, payment, and export control will survive any termination.

(e) Assignment. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. We may assign all or part of our agreement, including without limitation, this Agreement or the performance of all or any portion of the Services to be provided hereunder, at any time, without your consent. If notice is required for you or the assignee to fulfill any obligations under this Agreement, we will provide such notice within a reasonable time of our assignment. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

(f) Attorneys’ fees. If we initiate legal action against you for collection of any amounts owed to us or to enforce our rights and your obligations under this Agreement, we are entitled to recover from you our reasonable costs and expenses including, but not limited to, reasonable attorneys’ fees incurred as a result.

(g) Remedies. The rights and remedies provided to us under this Agreement are in addition to any other remedies available at law or in equity.

(h) Governing law and venue. All proceedings arising out of or relating to this Agreement or its subject matter, including any tort claims, will be governed by California law without regard to that State’s conflict-of-laws rules. Both parties agree that any disputes related to or arising from this Agreement must be brought exclusively in the Superior Court of California, County of Los Angeles. The parties consent to personal jurisdiction in such Court.

(i) Third-party beneficiaries. There are no third-party beneficiaries under this Agreement.

(j) Notice. All notices must be in writing. Notice will be deemed given: (a) upon receipt if delivered in person; (b) upon delivery if by an internationally recognized mail service (e.g., Federal Express), overnight courier, or certified or registered mail, postage pre-paid, return receipt requested; or (c) on the date transmitted if by email. All notices from Company will be sent to User at the address(es) associated with the User’s profile or specified in any order form or statement of work. All notices from User will be sent to the Company at the address(es) found at the Site.  

(k) Entirety. The Agreement comprises the entire agreement between Company and User and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. In the event of any conflict between this Agreement and an order form, the order form shall govern if such order form expressly states that it is intending to override specific terms of this Agreement. No text or information set forth on any other purchase order, preprinted form, or document shall add to or vary the terms and conditions of this Agreement and this Agreement will supersede and override any such document and only the terms of this Agreement will apply to your use of or access to the Services.