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IMPORTANT NOTICE:

These Terms of Service (the “Terms”) are entered into between you, as the billing contact for the company identified on the order for services submitted by U.S. AutoForce (whether online or in electronic copy, the “Order Summary”) and Invoice (the “Client”) and us, ARI Network Services, Inc. d/b/a Tire Company Solutions (referred to as “we,” “us” or “our” and Client may also be referred to in these Terms as “you” or “your”). References to Client includes Client’s employees, contractors, and authorized users (“Authorized Users”). These Terms cover the services or upgrade indicated in the Order Summary (“Services”). These Terms shall be effective and binding upon your acceptance ("Effective Date"). These Terms will automatically renew in accordance with Section 5 of these Terms.

 

To use or receive the Services, you must agree to these Terms by indicating your agreement via click-through acceptance or by executing an order for such Service (whether online or in electronic copy). By agreeing to these Terms, you represent that you have the authority to bind the company you represent.

 

1. SERVICES

The Services include the delivery of a website (“Website”) and related services, including (if applicable) website hosting and email hosting services, and in each case as described in the Vendor Program Agreement between U.S. AutoForce and us. Acceptance of the Website will be deemed to be the earlier of the date that we publish the Website or 45 days from the Effective Date. We may obtain website hosting services on your behalf and such hosting services are provided by Third Party Providers to us pursuant to their terms.  Any upgrades, modifications, improvements, supplements and additional features you request to be added to the Website and\or Services (collectively, "Upgrades") shall be added by executing an order form directly with us.  You acknowledge that our ability to provide the Services depends on your full and timely cooperation with us, which you agree to provide. You will provide us with access to and use of all information, data, and documentation that we reasonably require. From time to time, we may make changes to the Services and reserve the right to modify, features, or components thereof, or our delivery method.  If you are required to install any scripts on your systems or devices, you are responsible for maintaining the script and ensuring that the script is operational. We do not monitor the operation of scripts and are not responsible for the failure of a script to operate.

Our ability to provide information, data or certain Services may depend on your status as an authorized dealer of a manufacturer pursuant to our contractual relationship with the manufacturer. We reserve the right to terminate the Services (including portions thereof) or these Terms if (a) you cease to be an authorized dealer of such manufacturer and such manufacturer requires that you be an authorized dealer in order to access or receive the Services; or (b) our contract with such manufacturer is terminated.

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2. RESTRICTIONS

Except for your authorized employees or contractors whom you authorize to access and use the Services on your behalf (each an “Authorized User”), you will not permit any third-party to access or use the Services, software, technology, or any other materials provided to you except as expressly permitted in these Terms. In addition, you and your users will not, and are prohibited from: (a) copying, modifying, or creating derivative works or improvements of the Services; (b) renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making available any Services, Our Data (as defined in Section 3), Third Party Data (as defined in Section 3), or any software or materials to any third-party, including in connection with the internet or any time-share, service bureau, software as a service, cloud, or other technology or service, except as expressly authorized in these Terms; (c) reverse engineering, disassembling, decompiling, decoding, adapting, or otherwise attempting to derive or gain access to any portion of the Services, in whole or in part, in a manner that we did not authorize; (d) bypassing or breaching any security device or protection used by the Services or accessing or using the Services other than by an authorized user through the use of his or her own then valid access credentials; (e) inputting, uploading, transmitting, or otherwise providing to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code; (f) damaging, destroying, disrupting, disabling, impairing, interfering with, or otherwise impeding or harming, in any manner, the Services or the provision of the Services, in whole or in part; (g) removing, deleting, altering, or obscuring from the Services any of our trademarks; (h) accessing or using the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, data privacy right, or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data), or that violates any applicable law; or (i) accessing or using the Services for purposes of developing a competitive offering. You will not use the Services in any manner that is or could be construed as obscene, threatening, abusive, defamatory, libelous, or which encourages criminal conduct. You are responsible for the conduct of your users and their use of the Services. You further agree that you will not you use our servers as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities that threaten the stability of our network or damage the systems of, or cause a disruption of Internet services. Use of your Website as an anonymous gateway is prohibited. You are solely responsible for maintaining an independent backup copy of your Website and Client Content (as defined below). You are prohibited from using the Services to disseminate or transmit unsolicited messages, unsolicited commercial email, or unreasonably large volumes of email.

3. TERMS RELATED TO DATA
   1. Data. As used in these Terms: (i) “Client Data” means the information that we process on your behalf, any lead information that you receive from the Services, information (including payment information) you send or receive from the Website or email hosting services (if included); (ii) “Client Content” means any copy, creative materials, marketing materials, or other similar content that you provide to us in connection with the Services, including your logo, images, pictures, advertisements, and text (to the extent the foregoing do not constitute our templates); (iii) “Third Party Data” means the data either party receives from an original equipment manufacturer or other third-party for inclusion into or use with the Services; (iv) “Our Data” means the data that we collect about your use of the Services, the operation or functionality of the Services, statistical data, or data that we provide to you as part of the Services (including data we that we use or provide as an enhancement to any Third Party Data or Client Data); and (v) “Consumer Data” means any information that you collect through the Services, or that we collect on your behalf, about a consumer.

 

2. Data Rights. You hereby grant to us a limited, non-exclusive right to access, copy, transmit, download, display, publish, modify, create derivatives of and otherwise reproduce Client Data, Consumer Data, and Client Content as necessary to provide, support, and improve the Services. With respect to Our Data, we hereby grant to you a limited, revocable, non-sublicensable, non-transferable, non-exclusive right to access, copy, transmit, download, display, and to reproduce Our Data solely as necessary to receive and use the Services during the Term and for no other purpose. You are prohibited from disclosing Our Data to any third-party unless we expressly authorize such disclosure. You acknowledge and agree that we may share Our Data, including where Our Data identifies your business and your users, with third parties with whom we both have a contractual relationship (including original equipment manufacturers, distributors, and any of their authorized contractors or agents) and you hereby consent to our disclosure of Our Data to such third parties. You agree to notify us if you are no longer an authorized dealer to any manufacturer.

 

3. Client Obligations. You are solely responsible for Client Data, Consumer Data, and Client Content. You represent and warrant that (i) Client Data, Consumer Data, and Client Content will not (1) infringe any third-party intellectual property right, including third-party rights in patent, trademark, copyright, or trade secret; or (2) constitute a breach of any other right of a third-party, including any right that may exist under contract or tort theories; (ii) you will comply with all applicable local, state, national, or foreign laws, rules, regulations, or treaties in connection with the collection, processing, storing, and sharing of Client Data, Consumer Data, and Client Content, and with respect to your use of the Services, including those related to data privacy, data protection (including the California Consumer Protection Act where applicable), communications, Telephone Consumer Protection Act with respect to calling or text messaging any consumer, SPAM laws (including CAN-SPAM, CASL or others as they relate to emailing consumers), or the transmission, recording, or storage of technical data, personal data, or sensitive information. You are prohibited from using the Services to transmit sensitive information such as health information. Unless you have purchased our e-commerce module that includes a third-party credit card transaction application, the Services are not intended to process PCI (Payment Card Industry) data, and you are prohibited from using our Service to process PCI data. You represent and warrant that you will collect Consumer Data in accordance with all applicable laws, including the Fair Credit Reporting Act, the rules and regulations promulgated by the Federal Trade Commission on unfair or deceptive practices, the rules and regulations promulgated by the Consumer Financial Protection Bureau including Truth in Advertising rules and Regulation Z, and any other applicable consumer data protection of financial protection laws. You are solely responsible for ensuring that the Consumer Data you collect is collected, processed, stored, used, and shared in accordance with applicable law. You are solely responsible for ensuring the integrity and security of Consumer Data.

 

4. Digital Accessibility. You acknowledge that you are required to comply with the Americans with Disabilities Act (“ADA”) and any applicable state, county, or municipality laws relating to accessibility for person with disabilities to places of public accommodation, any regulations or guidelines promulgated pursuant to those statues, or any other applicable disability laws, regulations, or legal requirements ("Access Laws") with respect to the accessibility of the Website. The "Digital Accessibility Service" is provided by a third party and allows you to place a widget on your Website to improve accessibility.

 

1. Authorized Use. You (and your Authorized Users) may access and use the Digital Accessibility Service, subject to any limitations set forth in the applicable Order Form, solely for your business purposes.

 

2. Use Restrictions and Obligations. You may not: (i) remove, delete, add to, alter, or obscure any warranties, disclaimers, copyright, trademark, patent, or other intellectual property, proprietary rights or other notices, marks, or symbols that appear on or in connection with the Digital Accessibility Service; (ii) circumvent or otherwise interfere with any user authentication or security of the Digital Accessibility Service. If you become aware of any actual or threatened activity prohibited by this Section __, you agree to provide email notice to us of such activity or threatened activity and promptly take all action reasonable and lawful measures within your control that are necessary to stop the activity or threatened activity and to mitigate its effects.

 

3. Suspension or Termination. You acknowledge and agree that the third party service provider may suspend, terminate, or otherwise deny our, your, or your Authorized Users access to or use of all or any part of the Digital Accessibility Service upon written notice, if the third party service provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires the third party service provider to do so.

 

4. WCAG. The Web Content Accessibility Guidelines ("WCAG") are guidelines published by the Web Accessibility Initiative of the World Wide Web Consortium. You understand that the WCAG guidelines are developed by a third party and are not a regulation or legal safe harbor. You understand that following WCAG does not guarantee compliance with the Access Laws.

 

5. Service Disclaimer. You acknowledge and agree that the Digital Accessibility Service is provided by a third party service provider.  The Digital Accessibility Service is designed to improve accessibility of websites but does not assure or guarantee compliance with all Access Laws. Compliance with Access Laws is a complex issue and even a compliant website may receive a demand letter or lawsuit. We make no representations or warranties that the Digital Accessibility Service is compliant with any particular law or regulation, including without limitation the Access Laws and WCAG, and we, to the maximum extent permitted by law, disclaim any and all liability associated with any such claim.

 

6. General Disclaimer. If you choose not to purchase the Digital Accessibility Service, you understand and agree that you may be subject to third party suits regarding the accessibility of your Website and your Website may be deemed noncompliant. You expressly assume those risks and all liability arising from or related to your Website's compliance with WCAG, the ADA, or and any Access Laws.

 

5. Privacy Policy. Cookies may be used to personalize the experience of visitors to your Website. You represent and warrant that you will have posted on your Website a privacy policy which clearly and conspicuously discloses the use of such cookies, and you have obtained all required consents and authorization from your Website visitors relating to use of such cookies.

4. THIRD PARTY SERVICES

The Services may integrate with or receive information from third-party sources, services, software, applications, platforms (“Third-Party Service”). A Third-Party Service may make changes to its service, or components thereof, or suspend or discontinue its service with or without notice. The availability of the Third-Party Service may depend on your compliance with the Third-Party Service terms. The Third-Party Service may have access to Client Data, Client Content, or Consumer Data. We do not monitor or review the practices of any Third-Party Service and are not responsible for how the Third-Party Service provides its service or for how it transmits, accesses, processes, stores, uses, shares, or provides data. We expressly disclaim all liability related to or arising from any Third-Party Service, including liability related to or arising from any updates, modifications, outages, delivery failures, corruption of data, loss of data, use of data, security, discontinuance of services, or termination of the Third-Party Service. You are solely responsible for ensuring that you comply with all Third-Party Service terms and conditions.

5. TERM & TERMINATION
   1. The initial term will commence upon the date you sign the agreement with U.S. AutoForce to become a program dealer and continue for a period of thirty-six (36) months (“Initial Term”). The Initial Term  will automatically renew for additional three (3) year periods (each a "Renewal Term" and collectively, with the Initial Term, the "Term") unless terminated in writing by you or us with thirty (30) days’ notice prior to the end of the Initial Term or applicable Renewal Term .

 

2. We may suspend, terminate, or otherwise deny your access or your user’s access to all or any part of the Services if: (i) we believe that you or a user is in breach of these Terms, if you or a user has accessed or used the Services beyond the scope of the rights granted, or for a purpose not authorized pursuant to these Terms; (ii) if you or your users are engaged in any activity that appears to be fraudulent, misleading, or unlawful relating to or in connection with your use of the Services; or (iii) if you have not paid any fees due hereunder when due. This Section does not limit any of our other rights or remedies, whether at law or in equity.

 

3. We may terminate these Terms or all or any part of the Services immediately upon notice to you if (a) you are in breach of these Terms (including failure to comply substantially with the cooperation and information requirements contained in Section 1, or to pay amount when due), and such breach is not cured to our satisfaction within thirty (30) days following written notice of such breach. You may terminate the Terms, and the Services, if (b) we are in material breach of any material term and such failure continues for thirty (30) days following your written notice thereof; or (c) any Renewal Term by providing at least thirty (30) days’ written notice prior to the Renewal Term. Either party my terminate these Terms, effective immediately upon written notice to the other party, if the other party (d) becomes insolvent or is generally unable to pay, or fails to pay its debts as they come due; (e) makes or seeks to make a general assignment for the benefit of creditors; (f) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (g) or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business

 

4. Upon expiration or termination of these Terms, except as otherwise provided in these Terms, (i) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate; and (ii) you will discontinue all use of any Services, Our Data, or other materials that we provided to you, you will remove any software or scripts that we provide you from your systems, and we will disable access to any online Services.

6. FEES

Fees for the Services are included with administrative fee you pay to U.S Venture, Inc. In the event your agreement with U.S Venture, Inc. is terminated, the applicable fees for the Services for the remainder of the then-current Term will be agreed upon between you and us.

7. OWNERSHIP OF INTELLECTUAL PROPERTY
   1. As between us, all right, title and interest in and to the Services, Our Data, any templates we provide to you, the information technology infrastructure including the software, hardware, databases, electronic systems, networks, and all applications, APIs, or scripts required to deliver the Services, or that we otherwise make available to you, including all documentation regarding the use or operation of the Services (collectively, “Intellectual Property”) are our sole and exclusive property. Except as expressly stated herein, nothing in these Terms will serve to transfer to you any right in or to the Intellectual Property. We retain all right, title and interest in and to Intellectual Property.

 

2. We create or license the Website template, including all images, fonts, graphics, or other creative content, that we provide you and these materials are included in the definition of Intellectual Property. We grant you the limited license to publish, display and access and use Intellectual Property during the Term. You are prohibited from copying, publishing, displaying or otherwise exploiting Intellectual Property (including sharing such materials to a competitor of ours or directing a competitor to use such materials on your behalf). In addition, we may offer you a template form to collect Consumer Data or template policies, including template disclosures, consents, or policies. We do not and cannot provide legal advice. We do not review your practices or policies and do not represent, warrant, or guarantee that the use of our templates is legally sufficient or ensures legal compliance. We are under no obligation to, and do not, monitor the consumer credit or data privacy laws that may apply to your business. You are responsible for ensuring that any use of the template form (including any consent) is accurate and that it meets and complies with all applicable legal requirements

 

 

 

8. CUSTOMER SUGGESTIONS

 

You may choose to, but are not required to, provide suggestions, data, or other information to us regarding possible improvements in the operation, functionality, or use of the Service, whether in the course of using the Service, evaluating the Service or otherwise, and any resulting inventions, product improvements, modifications or developments made by us, at our sole discretion, will be our exclusive property.

 

9. CONFIDENTIALITY

 

The term “Confidential Information” means (a) the non-public information of either party, including but not limited to information relating to either party’s product plans, present or future developments, customers, designs, costs, prices, finances, marketing plans, business opportunities, software, software manuals, personnel, research, development or know-how; (b) any information designated by either party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential; or (c) in the case of Client, Client Data, Consumer Data, and, in our case, Our Data and Third-Party Data. Except for Our Data which shall always be Confidential Information, “Confidential Information” does not include information that: (i) is in, or enters, the public domain without breach of this these Terms; (ii) the receiving party lawfully receives from a third-party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) the receiving party knew prior to receiving such information from the disclosing party, as evidenced the receiving party’s records; (iv) the receiving party developed independently without reference to the Confidential Information; or (v) information that a party is expressly permitted to disclose pursuant to these Terms. Each party agrees that (a) it will not disclose to any third-party, or use for the benefit of any third-party, any Confidential Information disclosed to it by the other party except as expressly permitted hereunder; and (b) that it will use at least reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control but no less than the measures it uses to protect its own confidential information of a similar nature. Either party may disclose Confidential Information of the other party (a) pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental body; provided, that, the receiving party, if feasible and/or legally permitted to do so, gives reasonable notice to the disclosing party to allow the disclosing party to contest such order or requirement; or (b)to the parties’ agents, representatives, subcontractors or service providers who have a need to know such information; provided that, such party shall be under obligations of confidentiality at least as restrictive as those contained in this Section. Each party will promptly notify the other party in writing upon becoming aware of any unauthorized use or disclosure of the other party’s Confidential Information. Each party acknowledges and agrees that a breach of the obligations of this Section may result in irreparable injury to the disclosing party for which there may be no adequate remedy at law, and the disclosing party will be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach or intended breach by the recipient of Confidential Information.

10. DISCLAIMER OF WARRANTY

WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WE SPECIFICALLY DISCLAIM LIABILITY FOR (A) ANY LOSS OF USE OF TECHNOLOGY, LOSS AND CORRUPTION OF DATA, OR ANY COSTS ASSOCIATED WITH SYSTEM OR DATA RECOVERY; (B) ANY LIABILITY RESULTING FROM ERRORS IN INSTRUCTIONS, SERVICE BULLETINS, DIAGRAMS, SPECIFICATIONS, PARTS IDENTIFICATION, OR PARTS DESCRIPTIONS; (C) ANY THIRD PARTY CLAIMS; (D) DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL; OR (E) ANY LIABILITY ARISING FROM YOU OR YOUR USERS USE OF THE SERVICES IN VIOLATION OF LAW OR THESE TERMS.

11. LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY, OR THE AGGREGATE LIABILITY OF OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, ORIGINAL EQUIPMENT MANUFACTURES, OR SUPPLIERS, WHETHER RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. INDEMNIFICATION

You will defend, indemnify, and hold us, our affiliates and each of our and our affiliate’s officers, directors, employees, agents, successors, and assigns harmless from and against any and all damages, losses, costs or expenses (including reasonable legal fees) that we incur that results or arises from, or are alleged to result or arise from: (a) Client’s breach of these Terms; (b) Client’s use of the Service in a manner that violates applicable law, including laws that apply to marketing or advertising, consumer warranties, privacy, consumer data, or consumer credit; (c) Client’s breach of any term or condition required by an original equipment manufacturer or Client’s failure to be an authorized dealer of any original equipment manufacturer; (d) any materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Client, or the customization of any Services in accordance with any specifications or directions provided by or on behalf of Client; (e) any Third-Party Service or any claim that arising from third-party data; or (f) Client’s negligent, willful, fraudulent or intentional acts or omissions. As used in this Section, references to Client include Client’s employees or users of the Services.

13. FORCE MAJURE

In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing under these Terms, (except for any obligation to make payments), when and to the extent such failure or delay is caused by any circumstances that constitute acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, or national or regional shortage of adequate power or telecommunications or transportation (collectively, a “Force Majeure Event”).

14. SEVERABILITY; NO WAIVER.

If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15.  GOVERNING LAW

These Terms and the relationship between the parties shall be governed in all respects by the laws of the State of Oregon and the United States of America. You consent to the jurisdiction and venue of the Oregon and United States courts located in Multnomah County, Portland Oregon for resolution of any dispute related to these Terms.

 

16. RELATIONSHIP OF THE PARTIES

 

The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner.

 

17. ASSIGNMENT

 

Client will not assign, delegate, or otherwise transfer any of its obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, except that Client may transfer its rights and obligations under these Terms in connection with a merger, consolidation, or reorganization of Client. No assignment, delegation, or transfer will relieve Client of any of its obligations or performance under these Terms. We may assign, delegate or otherwise transfer our rights, obligations or performance under these Terms with or without consent. Any other purported assignment, delegation, or transfer in violation of this Section is void.

 

18. MODIFICATIONS

 

We may make modifications or changes to these Terms. If we make a modification that we deem material, we will provide notice to you (email notice being sufficient) which will be effective 30 days following our notice of the modification and, if you do not agree to the modified terms, you may object to the modification by providing us with notification of your objection (in reasonable detail) during such 30-day notice period. Upon receipt of your objection, we may choose to modify the Terms that apply to you such that they resolve your objection, or we may enter into good faith negotiations regarding your objection in an attempt to resolve your objection. If you fail to provide us with notice of your objection within such period, you will be deemed to have accepted these Terms as modified.We may make non-material changes to these Terms by posting the revised version at the URL where these Terms are available.

 

19. NO THIRD-PARTY BENEFICIARIES

 

These Terms are entered into for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature or by reason of these Terms.

 

20. NOTICE

Any notice request, consent, claim, demand, waiver, or other communications under these Terms intended to have legal effect, must be delivered (a)in the case of Client, in writing addressed to Client’s address or email address in the Order Summary, or in our case, to 26600 SW Parkway Ave #400, Wilsonville, OR 97070, and in each case, notice will be deemed effectively given when (i) received if sent by a nationally recognized overnight courier where signature is required; or (ii) if provided to Client, notice may be provided via email to the Client contact in the Order Summary with confirmation of transmission and deemed effectively given if sent during the Client’s normal business hours, and on the next business day, if sent after normal business hours.

21.  ENTIRE AGREEMENT

These Terms together with any other documents expressly incorporated into these Terms constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

 

Version 18

9.12.2022