Terms of Service

I. SERVICE

II. TERM

III. CLIENT REQUIREMENTS / ONBOARDING

IV. PAYMENT

V. ADVERTISING SPEND

VI. LATE FEES

VII. TERMINATION

VIII. REFUNDS; SERVICE SUSPENSION

IX. NON-INTERFERENCE

X. NON-DISCLOSURE

XI. LIABILITY LIMITATIONS

XII. ATTORNEY'S FEES AND COSTS

XIII. WARRANTY MATTERS

XIV. LEGEL COMPLIANCE

XV. MISCELLANEOUS

XVI. NO AGENCY

XVII. FORCE MAJEURE

XVIII. NO WAIVER

XIX. AMENDMENT

XX. NO THIRD PARTY BENEFICIARIES

XXI. ENTIRE AGREEMENT

XXII. SEVERABILITY

THIS AGREEMENT (the “Agreement”) is hereby entered into by and between you or the entity you represent (together hereinafter referred to as the “Client”) and KY enterprise, (hereinafter referred to as “Service Provider”). The Client and Service Provider (the “Parties”) agree as follows:

I. SERVICE

A. Services Engaged:

1. Service Provider is in the business of providing marketing services, and the Client wishes to engage Service Provider to provide marketing services (the “Services”).

2. The Client hereby agrees to engage Service Provider to provide marketing services.

B. Acceptance of Services

1. The Contract becomes binding upon the acceptance of client of the terms herein through the Mortgage Engine Onboarding Process and all terms contained herein are agreed to by Client.

2. To wit : selecting the checkbox titled “I agree with the terms of the Mortgage Engine Service Agreement.” or “I agree with the terms of the Mortgage Engine Service Agreement”.

C. Ownership of Product:

1. All art, designs, mechanisms, intellectual property, products, images, recordings, sonic information, written words, and/or any other goods and/or process not specified here that was created by the Service Provider shall remain property of the Service Provider.

2. All prospective Client data produced by Service Provider for Client shall be, at all times, the sole property of the Client

D. Service Fee

1. The Service Fee will be shown to client on every invoice. Payment Fees will be paid every 30 days.

II. TERM:

A. Unless the Parties enter into the Addendum attached hereto or separately agree in writing, this Agreement will commence on the effective date of first payment on the part of Client and will continue until delivery of notice of termination by the other party.

III. CLIENT REQUIREMENTS / ONBOARDING:

A. Client must comply with the entirety of this agreement at all times.

B. Client will, at all times, treat the Service Provider team and/or their agents or with respect. Service Provider staff will likewise always treat the Client, their employees and/or agents with respect.

C. Client will supply reasonable information required by the Service Provider.

D. ONBOARDING:

1. Upon first payment of the Service Provider’s Service Fee, the Client will schedule an onboarding call within 72 hours.

a) Delay on behalf of Client will not stop the billing cycle.

2. Clients will have on hand a credit card or other acceptable payment method that will be used to set up Advertising Spend. Delays in supplying a credit card for Advertising Spend will not affect schedule of billing.

E. SCOPE:

1. SCOPE OF WORK:

a) Prospect Acquisition (Lead Generation) Through Paid Media Strategies

(1) Deliverable - Leads

(2) Automated follow up systems. b) Weekly Calls with Client. Scheduled Beforehand.

2. LIMITATIONS TO SCOPE OF WORK:

a) Generally: Client recognizes and warrants that Service Provider has the domain expertise for online marketing services and that Client does not, therefore, Client is advised to defer to Service Provider’s expertise. To wit: Service provider can mathematically show Client when campaigns work and when they fail, when “beautiful” designs are successful, and when more spartan approaches are required.

b) Modification of Campaigns:

(1) At Client’s expense, Service Provider will modify campaigns from Service Provider’s design.

(2) Ad Creative and Written Materials - Ad-creative or written materials (including ad-copy) modification required by Client will incur a charge of $500.00, per modification. Service Provider does not warrant success of modified ad campaigns.

(3) Landing Page Modification - modifications to Landing Pages required by Client will incur a charge of $1000.00, per modification. Service Provider does not warrant success of modified landing pages.

3. Services not covered in the initial engagement but may be added-on afterwards in an addendum.

IV. PAYMENT:

A. Client agrees to pay the Service Provider the Service Fee at the moment of engagement of services.

B. Client may, at any time and without causing undue burden, request that this Agreement include the service fee.

C. Client agrees to pay the same service fee amount every 30 days after First Payment. The term is computed from the date of Initial Payment per the terms of this Agreement. To wit: Each subsequent payment is due 30 days after the prior payment.

V. ADVERTISING SPEND

A. Client agrees to pay an advertising spend in the range represented to Service Provider prior to engagement.

B. Advertising spend shall only be used to pay for advertising space. The advertising spend is, at all times, paid directly to the advertisement hosting company. To wit : Facebook, Google, etc.

C. Client agrees that the monthly advertising spend may fluctuate +/- 20% depending on client goals, targeting, market factors, and regional economics.

D. Frequency of advertising charges will vary based on spend and the reasons outlined in IV. (B) above during the applicable 30 day period.

E. Client authorizes Service Provider to charge the credit card provided by Client for advertising spend costs.

F. Service Provider may recommend vendors for additional services if Service Provider does not offer all components of scope of project internally.

VI. LATE FEES:

A. A monthly service charge of 1.5 percent computed monthly (or the greatest amount allowed by State Law) is payable on all overdue balances.

B. Payments will be credited first to late payment charges and next to the unpaid balance.

C. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment.

VII. TERMINATION:

A. Either party may terminate this agreement for any reason.

B. Under no circumstances will Service Provider be obligated to provide any refunds of the amounts paid for the first 30 days of Services hereunder except per Section VII of this Agreement.

C. This Agreement and any work assignment in progress may be terminated by Service Provider at any time without prior written notice to Client in the event that:

1. (a) Client fails to meet the terms and/or conditions of this Agreement, and/or

2. (b) Client defaults on payment as set forth in Section III.

VIII. REFUNDS; SERVICE SUSPENSION:

A. Preface:

1. We are very confident in the programs and services provided by our team. However, your satisfaction is our number one priority.

2. Our team shall always proceed in good faith and their best efforts, based on our proven expertise, to provide you, the Client, with adequate lead generation services.

3. Refunds can only be requested by Service Provider’s Clients or their authorized agents.

4. All other refunds not applicable under the terms of Section VIII B(1) shall be subject to the terms of VIII. C.

5. All refunds will be issued in the form of payment in which they are made. Please allow 7-10 days for processing and for the refund to be credited to your account.

B. No Refund Policy:

1. All sales are final. No partial refunds. Service Provider does not issue a refund in case of a Client’s refund request except as stated by VIII. C. Cancellations.

2. All advertising spend is forfeit and not refundable in the case of a refund request.

C. Cancellations:

1. Clients may cancel their account at any time. Cancellation will stop any future subscription payments from being charged, and your access to the service will expire at the moment you cancel. 2. Client may receive a full cancellation refund, minus ad spend, if said cancellation occurs in the first 24 hours after an automated subscription payment.

3. Ad spend is never refunded per this section’s VIII. A. (2.)

4. After the first 24 hours of an Automated Payment, Service Provider will retain an amount equal to the proportion of time lapsed after payment and days left in the active billing cycle.

a) The preceding shall be construed to mean:

(1) After the first 24 hours, Service Provider shall have the right to retain 1/30th of the monthly services bill, accrued daily.

(2) After 48 hours Service Provider shall retain 2/30ths, after 72 Service Provider shall retain 3/30ths, and so on.

(3) All months will be computed as if they had 30 days.

D. Service Suspension/Pause:

1. Service Provider limits their clientele amount per State. Client may request temporary discontinuation of Services, however, unless a “Seat-Fee” is paid, Client’s State will be open to be sold again by Service Provider.

2. “Seat-Fee” will be ⅓ of the service fee.

3. The Client must Contact the Client Success Specialist assigned to them to state the reasons and timeline for cancelation, pause, or renewal of Services.

4. At the specified date for renewal of services, services will automatically come into force unless the Client contacts the Client Success Specialist assigned to them.

IX. NON-INTERFERENCE:

A. The Parties agree that, unless otherwise agreed to by the Parties in writing, during the performance of any Services hereunder and for a period of one (1) year after termination of such Services, Client shall not solicit, entice, encourage or induce (hereinafter collectively “solicit”) any person who at any time during the Initial Term or Term of this Agreement shall have been an employee, staff, consultant, temporary personnel or technical personnel of Service Provider to cease being an employee, staff, consultant, temporary personnel, technical personnel or independent contractor of Service Provider and to become employed by or associated with any person, firm or corporation other than Service Provider, and Client shall not approach any such employee, consultant or contractor for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any person, firm or corporation in taking such action. In the event that Client breaches the covenants contained in this Section, Client agrees to pay to Service Provider an amount equal to two times the annual salary (or annualized contract payments) of each employee or contractor as liquidated damages and agrees that such amount is a reasonable estimate of the cost and expense to Service Provider to retrain new personnel.

X. NON-DISCLOSURE:

A. Client agrees that any and all proprietary information obtained from Service Provider, including the products and Services used to carry out the terms of this Agreement, the methods in which products and Services are implemented, information about inventions, designs, methods, systems, improvements, and any other proprietary and confidential matters gained as a result of this Agreement will be considered strictly confidential and shall not be used by or directly or indirectly disclosed by Client to any person or persons without Service Provider’ prior written permission.

B. Except as set forth in the last sentence hereof, Service Provider agrees that any and all proprietary information which may be obtained by Service Provider from Client, its employees or consultants, including information about inventions, designs, methods, systems, improvements, and other private matters gained while on the premises will be regarded as strictly confidential and shall not be directly or indirectly used by or disclosed by Service Provider to any person or persons (other than Service Provider employees or vendors with a need to know solely for the purposes of this Agreement) without Client’s prior written permission.

C. Notwithstanding the foregoing, Service Provider shall be entitled to use Client’s name and results from the Services in any and all marketing materials utilized by Service Provider to market its Services.

XI. LIABILITY LIMITATIONS:

A. Service Provider’ liability, including but not limited to Client's claims of contribution and indemnification related to third party claims arising out of services rendered by Service Provider, and for any losses, injury or damages to persons or properties or work performed arising out of or in connection with this Agreement and for any other claim, whether arising under contract, tort or other theory, shall be limited to the payments received by Service Provider from Client hereunder during the three month period prior to the date the cause of action arose to the extent permissible by law. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Service Provider SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, LOST PROFITS, LOST REVENUES, LOST OR CORRUPTED DATA, LOST USE, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE BY LAW.

B. Client hereby AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS Mortgage Engine and its officers, directors, contractors and employees from any loss, liability, damage or costs, including court cost and attorney's fees, that they may incur through your use of the Service, WHETHER CAUSED BY OR CONTRIBUTED TO IN WHOLE OR PART by any action or failure to act, negligence, breach of contract, or other misconduct on your part or those acting on Client’s behalf.

1. Mortgage Engine is not liable to Client or third parties affected by Client in any amount above the charges for the affected service for the affected period for any loss or damages sustained by reason of any failure or interruption of the Service.

2. This limitation applies whether this loss or damage arises because of a breakdown of equipment, platform updates, platform downtime, or because of any other reason other than gross negligence or willful misconduct of such Party.

3. Furthermore, Service Provider is not liable to the other Client or any of its End Users or any other person, firm or entity for indirect, consequential, special, incidental, actual or punitive damages, or for any lost profits of any kind or nature whatsoever, even if foreseeable, arising out of any mistake, accident, error, omission, interruption, or defect of transmission, or delay arising out of or relating to the services or the obligations of each Party pursuant to this agreement and any exhibits or schedules to it including, without limitation, any failure to provide timely, accurately provision, or install any portion of the Services, or conditions which may result from actions or regulatory or judicial authorities.

4. Indemnification includes, but is not limited to: all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to attorney's’ fees and costs) or claims caused by or resulting directly or indirectly from Client’s use of the Platform or infringement of any third party’s rights, including, without limitation, infringement of any patent, copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right.

5. All obligations are to be understood to be to the extent permissible by law.

6. The terms of this Section shall expressly survive the termination or expiration of this Agreement.

XII. ATTORNEYS’ FEES AND COSTS.

A. Each party shall be solely responsible for its respective attorneys’ fees and costs in connection with any legal controversy, legal claim or litigation arising out of or relating to this Agreement or the services of Mortgage Engine.

XIII. WARRANTY MATTERS:

A. Service Provider warrants that its Services shall be performed consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY SERVICE PROVIDER CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.

B. NO WARRANTY: CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT MARKETING IS A COMPETITIVE ENDEAVOR AND THUS ENGAGES SERVICE PROVIDER AT THEIR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY SERVICES PERFORMED OR PROVIDED BY THE SERVICE PROVIDER PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SERVICE PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WHITE LABEL SERVICE AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SERVICE PROVIDER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SERVICES PROVE DEFECTIVE, CLIENT ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO CLIENT.

C. SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE PLATFORM AND SERVICES PROVIDED HEREUNDER WILL BE ERROR FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY SERVICE PROVIDER, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY CLIENT RELY ON ANY SUCH INFORMATION OR ADVICE.

D. UNDER NO CIRCUMSTANCES WILL SERVICE PROVIDER OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE PLATFORM AND SERVICES, INCLUDING, BUT NOT LIMITED TO, RELIANCE ON ANY INFORMATION OBTAINED ON THE THE PLATFORM OR SERVICES; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAILS, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SERVICE PROVIDER’S RECORDS, PROGRAMS OR SERVICES. CLIENT HEREBY ACKNOWLEDGES THAT THIS PROVISION WILL APPLY WHETHER OR NOT SERVICE PROVIDER IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM SERVICE PROVIDER AND ITS AFFILIATES.

E. UNDER NO CIRCUMSTANCES SHALL SERVICE PROVIDER BE LIABLE FOR DAMAGES BASED ON LOSS OF BUSINESS, OR LOSS OF PROFITS, WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, PRODUCT LIABILITY, OR OTHERWISE, TO ANY PARTY IN PRIVITY TO THIS AGREEMENT, OR ANY THIRD PARTY.

F. THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON, WHETHER BY SERVICE PROVIDER OR BY CLIENT.

G. ALL TERMS ARE TO BE READ AND UNDERSTOOD AS TO MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW.

XIV. LEGAL COMPLIANCE

A. Compliance With Laws, Generally; This Agreement is made expressly subject to all present and future valid orders and regulations of any regulatory body having jurisdiction of the subject matter of this Agreement and to the laws of the United States of America, any of its states, or any foreign governmental agency having jurisdiction. If any terms of this Agreement are found in conflict with any law, this Agreement is deemed modified to the extent necessary to make it comply with the law in such a way as is consistent with the intent and purpose of this Agreement.

1. DO NOT CALL/CAN-SPAM/Call Recording Laws. Service Provider e may, at its down discretion, provide Client with service functionality that permits Client (or persons utilizing the service through Client) to record calls, cold call, and cold-email. Compliance with ALL laws governing recording of calls, CAN-SPAM and 15 U.S.C. § 6101 et. seq., is Client’s responsibility. Recording calls, cold emailing, and cold calling with or without the consent of all parties to the call may be unlawful in many situations. Client understands and agrees that Service Provider is not responsible for determining the lawfulness of recording any particular call(s). Client agrees that Service Providers is not responsible for Client’s (or any persons accessing the service through Client, such as Client’s Clients, or the Clients of Client’s Client) investigation, research, and knowledge of applicable law, and that Service Provider is not providing legal advice to Client or any person utilizing the service. Client agrees to indemnify and hold harmless Service Provider for any and all expenses (including litigation costs and reasonable attorneys’ fees) incurred by Service Provider, including its directors, officers, employees, agents, and their successors, as a result of use of the call recording function by Client (or any persons accessing the service through Client, such as Client’s Clients, or the Clients of Client’s Client) or by anyone else in possession of the equipment allowing use of Client’s account, including any claims for secondary or contributory liability, and regardless of whether the use of the recording function by any such person was authorized or unauthorized by Client. Client’s indemnification and hold harmless obligations hereunder shall extend to expenses and damages incurred in any proceedings, formal or informal, regardless of the nature of the proceeding, damages, penalties or fines, and regardless of the nature of any proceeding or sanction as civil, criminal, regulatory or other.

2. Service Provider will endeavor to notify Client of any such claims at the earliest possible date; however, Service Provider’s failure to notify Client of such claims by any specific time shall have no effect on Client’s indemnification and hold harmless obligations hereunder.

3. Client’s indemnification and hold harmless obligations hereunder shall survive the termination of any agreement between Client and Service Provider for equipment or services.

4. In the event both the foregoing indemnification obligation and another more general indemnification obligation applies, Service Provider may elect which indemnification obligation to utilize.

5. There are no third party beneficiaries to this agreement.

6. Client understands that Service Provider retains sole discretion to grant or refuse Client’s request to activate call record functionality, and that Service Provider may discontinue access to the call recording function at any time for any reason, in Service Provider’s sole discretion. A separate form will need to be signed by Client as well as End-User that will hold Service Provider harmless in ANY situation and approved by Service Provider PRIOR to enabling call recording, cold-emailing, and cold-calling.

XV. MISCELLANEOUS:

A. This Agreement, along with any Addendum if entered into, shall be governed by the laws of [STATE], without regard to the conflict of laws provisions thereof. It constitutes the entire Agreement between Client and Service Provider for the Services.

B. A good faith (realistic) effort must be made by both parties to rectify disputes regarding service prior to pursuit of other avenues of resolution including but not limited to litigation. Failure to exercise this good faith effort and document the same by a party shall result in that party's losing the right to have attorney's fees and costs awarded to them in the event that they were successful in such dispute. Following use of such efforts, any controversy, dispute or claim arising out of or related to this Agreement or breach of this Agreement shall be settled solely by confidential binding arbitration by a single arbitrator in accordance with the commercial arbitration rules of JAMS in effect at the time the arbitration commences. The award of the arbitrator shall be final and binding. Except as otherwise provided in the prior paragraph, the arbitrator shall also award to the prevailing party in the arbitration (as determined by the arbitrator) reasonable legal fees, expert witness fees, and related costs of the prevailing party. 1. The arbitration shall be held in [PLACE].

C. No action, regardless of form, arising out of this Agreement, may be brought by either party more than one (1) year from the last date of payment.

D. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

E. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective transferees, successors, assigns and heirs, unless otherwise specifically provided herein.

F. The warranties, representations and covenants of each of the parties hereto shall be true and correct as of the date of this Agreement and shall survive the date of the within Agreement.

G. If any party brings any action or proceeding to enforce, protect or establish any right or remedy under this Agreement or with respect to the transaction contemplated hereby, the prevailing party shall be entitled to recover actual attorney’s fees and costs.

XVI. No Agency:

A. Neither Party is authorized to act as an agent for, nor legal representative of, the other Party. Neither Party has the authority to assume or create any obligation on behalf or binding on the other Party.

XVII. Force Majeure:

A. If either Party’s performance under this Agreement is restricted or interfered with, in whole or part, by causes beyond its reasonable control, including but not limited to, acts of God, fire, explosion, vandalism, cable cut, utility Client’s curtailments, power failures, storm or other similar occurrence, any law, order, regulation, tariffs or rates which make it impossible or impractical for it or its service providers to provide the Services at the current rates, request of the United States government, or of any agency, court, or other instrumentality or civil or military authority, or by national emergency, insurrection, riot, war, strike, supplier failure or shortage or breach or delay, then it is excused from its performance on a day-to-day basis to the extent of this restriction or interference. The obligation to provide Services is subject to and contingent on the continuation of the Parties’ agreements with its underlying service providers to provide Services described on the Schedule(s) attached at the current rates and on the same conditions under which the service providers are currently providing or offering to provide the services. Any changes in, or termination to, those agreements, will relieve the affected Party of its obligations and all liability under this Agreement.

XVIII. No Waiver:

A. The failure of either Party to enforce or insist upon compliance with any of the terms of this Agreement or the waiver of any terms in this Agreement does not constitute a general waiver or relinquishment of any other terms of this Agreement.

XIX. Amendment:

A. This Agreement and/or the Addendums(s) may not be amended except by an instrument in writing, signed by both Parties. No modification or amendments to this Agreement and/or the Addendum(s) is caused by the acknowledgement or acceptance by either Party of any purchase order, sales acknowledgment or other similar form from the other Party. Service Provider reserves the right to change and/or amend rates set forth in the Addendum(s) on seven (7) business days written notice in the event of an increase in rates, or immediately in the event of a decrease in rates, to be sent by electronic mail only to the other Party.

XX. No Third Party Beneficiaries:

A. This Agreement is made solely for the benefit of Service Provider and Client and their respective successors and permitted assigns. Nothing in this Agreement should be interpreted to mean that Service Provider or Client are partners, joint ventures, or co-owners or are otherwise participants in a common undertaking. Neither Party nor its employees are given authority, express or implied, to represent, act for, or otherwise create or assume any obligation on behalf of, or binding on the other Party. Nothing in this Agreement will confer any rights or remedies on any third party. Each Party will indemnify the other Party and its agents against any claims by any of its Clients related to the Services.

XXI. Entire Agreement:

A. This Agreement supersedes and merges all prior agreements, promises, understandings, statements, representations, warranties and covenants and all in inducements to the making of this Agreement relied on by either Party to this Agreement, whether written or oral, and embodies the Parties’ complete and entire agreement with respect to the subject matter of this Agreement. No statement or agreement, oral or written, made before the signing of this Agreement will vary or modify the written terms of this Agreement.

XXII. Severability:

A. If any provision of this Agreement is deemed as unenforceable or invalid under any applicable law or is so determined by applicable court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or court decision.

.

I have read and understood Inspired etc’s terms and conditions, and I agree that they form part of the contract between us. If I am under the age of 18 years, I confirm that I have brought the terms and a condition to the notice of my parent or guardian, and that person has agreed that I may buy your Services.