Terms of Service

Terms of Service & Refund Policy

Last updated on April 17th, 2020

Last Updated on April 17th, 2020

These Terms and Conditions govern your use of the Klout Uni web site (hereinafter the “Website”) and all other products associated with Patnoe Consulting. By accessing the Website, you, on behalf of yourself and your applicable affiliates (hereinafter “Customer” and “you”) are acknowledging and accepting these Terms and Conditions. These Terms and Conditions are subject to change by Patnoe Consulting, a California Corporation located in California, USA. (hereinafter “COMPANY”) at any time and at our discretion without notice. Your use of the Website after any changes are implemented constitutes your acceptance of the changes. As a result, we encourage you to consult the Terms and Conditions each time you use the Website. Please read carefully, and note our MANDATORY ARBITRATION PROVISION and WAIVER OF CLASS ACTION PROVISION.

Earning Disclaimer

EVERY EFFORT HAS BEEN MADE TO ACCURATELY REPRESENT THIS PRODUCT AND IT’S POTENTIAL. EVEN THOUGH THIS INDUSTRY IS ONE OF THE FEW WHERE ONE CAN WRITE THEIR OWN CHECK IN TERMS OF EARNINGS, THERE IS NO GUARANTEE THAT YOU WILL EARN ANY MONEY USING THE TECHNIQUES AND IDEAS IN THESE MATERIALS. EXAMPLES IN THESE MATERIALS ARE NOT TO BE INTERPRETED AS A PROMISE OR GUARANTEE OF EARNINGS. EARNING POTENTIAL IS ENTIRELY DEPENDENT ON THE PERSON USING OUR PRODUCT, IDEAS AND TECHNIQUES. WE DO NOT PURPORT THIS AS A “GET RICH SCHEME.”

ANY CLAIMS MADE OF ACTUAL EARNINGS OR EXAMPLES OF ACTUAL RESULTS CAN BE VERIFIED UPON REQUEST. YOUR LEVEL OF SUCCESS IN ATTAINING THE RESULTS CLAIMED IN OUR MATERIALS DEPENDS ON THE TIME YOU DEVOTE TO THE PROGRAM, IDEAS AND TECHNIQUES MENTIONED, YOUR FINANCES, KNOWLEDGE AND VARIOUS SKILLS. SINCE THESE FACTORS DIFFER ACCORDING TO INDIVIDUALS, WE CANNOT GUARANTEE YOUR SUCCESS OR INCOME LEVEL. NOR ARE WE RESPONSIBLE FOR ANY OF YOUR ACTIONS.

MATERIALS IN OUR PRODUCT AND OUR WEBSITE MAY CONTAIN INFORMATION THAT INCLUDES OR IS BASED UPON FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS GIVE OUR EXPECTATIONS OR FORECASTS OF FUTURE EVENTS.YOU CAN IDENTIFY THESE STATEMENTS BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS. THEY USE WORDS SUCH AS “ANTICIPATE,” “ESTIMATE,” “EXPECT,” “PROJECT,” “INTEND,” “PLAN,” “BELIEVE,” AND OTHER WORDS AND TERMS OF SIMILAR MEANING IN CONNECTION WITH A DESCRIPTION OF POTENTIAL EARNINGS OR FINANCIAL PERFORMANCE.

ANY AND ALL FORWARD LOOKING STATEMENTS HERE OR ON ANY OF OUR SALES MATERIAL ARE INTENDED TO EXPRESS OUR OPINION OF EARNINGS POTENTIAL.MANY FACTORS WILL BE IMPORTANT IN DETERMINING YOUR ACTUAL RESULTS AND NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE RESULTS SIMILAR TO OURS OR ANYBODY ELSES, IN FACT NO GUARANTEES ARE MADE THAT YOU WILL ACHIEVE ANY RESULTS FROM OUR IDEAS AND TECHNIQUES IN OUR MATERIAL

1. Refund and Cancellation Policies

1.1 On all of the Klout University and Patnoe Consulting Program Purchases:

Unless otherwise stated on the specific products sales page and order form all of our products, all the Klout University purchases come with a 24 hour no questions asked refund period. To have your refund quality for this offer please reach out to our support staff via email at support@kloutuni.com and request a refund. After 24 hours have passed the programs and services come with an action based 30 day money back guarantee. If you have purchased your program using a payment plan rather than a single payment option, you must qualify for a refund to receive a cancellation.

The conditions for the action based refund are as follows:

1. The member has watched all videos in the program that are available to them.

2. If the member has had trouble the member must email support@kloutuni.com or reach out directly to the lead coach jack@kloutuni.com.

3. The members must make at least 200 contacts on 3 different social sites before the 30 days is up. The member must provide phone record, conversations, and other information that represents they attempted the marketing process in order to qualify for a refund. (Ex. Member got in contact with 200 people on Instagram, YouTube, and TikTok).

4. The member must have at least two different social media sites where they are promoting their new service. Such accounts must be active, demonstrating any attempt to grow, and clearly developed with the slightest bit of effort. Any last minute attempts to throw together an account will not warrant a refund.

5. The member must try at least one of the strategies in the bonus module. Any valid attempt will qualify for a refund. A valid attempt can is defined as a genuine effort to make money using one of these skills. For SMMA member must have made phone calls to small businesses (at least 50), for the YouTube Channel the member must have created a channel and posted at least 30 videos, and for the additional bonus modules any honest and genuine attempt to succeed will qualify the member for a refund

6. The member must make an honest attempt. If our support can clearly see the member has not met our contact requirements or has not put in consistent effort over the 30 days our staff reserves the right to deny any refund.

7. Consistent effort is defined by the following : Being able to show work done daily on a consistent basis. An example of what our staff defines lack of consistent work is not doing any work and waiting until the last 2 days in the 30 day guarantee to contact people in order to abuse the action based guarantee

8. All criteria for meeting our action based refund must be provided to our support staff via email at support@kloutuni.com. The Klout University staff will not consider any information submitted outside of our support email when assessing the validity of a refund request.

9. We are DEDICATED to your success and want you to use the course. We have no intention of with holding refunds to people who have made an honest attempt and found this business model is not for them. If you are having problems please reach out to our coaches so we can help you move forward with your success.

10. If the member has successfully built a cliental of 5+ and has grossed over $1,000 the 30-day action based guarantee is null and void. The purpose of this guarantee is to make sure that every person either makes their money back and then scales or does not lose money in the process.

2. Definitions

As used in these Terms and Conditions, the following defined terms shall apply:

2.1. Affiliate means, with respect to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, whether through majority ownership of voting securities or equity interests.

2.2. Customer Content means any files, documents and other information belonging to Customer or users as uploaded to Customer’s Service account for storage and/or sharing with third parties, and is not related to COMPANY servicing or accessing Customer’s account.

2.3. Effective Date means the earlier of the date (i) Customer submits the initial Order, or (ii) as stated on the signature block of the Order.

2.4. Order or Services Order means any initial or subsequent ordering document and/or online request for access to the Services submitted to COMPANY, an authorized reseller of COMPANY and/or through COMPANY’s product websites.

2.5. Services means the generally available software-as-a-service offerings of COMPANY (“SaaS Services”), as further described in the Service Descriptions. COMPANY may update the Services at any time and all Services set forth in the Service Descriptions may not be available to all Customers. The Services are for professional/business use only.

2.6. Service Descriptions means the overview and other terms applicable to the Services, as amended from time to time, and found at Service Descriptions.

2.7. Updates means any corrections, bug fixes, new features or functions added to the Services, but shall not include any new versions that COMPANY markets and sells separately.

2.8. Use Level means the model by which COMPANY measures, prices and offers the Service to Customer as set forth on the applicable price list, websites, Order, and/or Service Description.

2.9. Contact means the attempt to get in touch with a new client and earn him as a paying customer. This is done via direct message, phone call, and comments. However each contact must be a new client, meaning it is impossible to have to contact with the same person.

3. Rights

3.1. Right To Agree To Terms. You affirm that you are either more than 18 years of age, or an emancipated minor, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions.

3.2. Right to Use Service. Subject to these Terms and Conditions, COMPANY will provide the Services set forth in the Order for Customer’s use in accordance with these Terms and Conditions and applicable Use Levels. COMPANY hereby grants to Customer a limited, personal, non-exclusive, non-transferable, non-sublicensable right to use any components as may be required to access and use the Services. Customer agrees to use the Services in accordance with the COMPANY’s Privacy Policy, a link to which may be found on the webpage for the applicable service and in the applicable Service Description (the “Privacy Policy”) and the COMPANY’s anti-spam policy. Technical support for the Services is provided as set forth in the applicable Service Description. Customer agrees to use the Services for professional or business use. COMPANY reserves the right to Update the Services at its discretion. Updates to the Services are included in the Fees and Customer agrees to use the most current version of the Service.

3.3. Limitations on Use. Except to the extent permitted by applicable law, Customer agrees, on behalf of itself and its users, not to (i) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Services and/or COMPANY’s technology; (ii) knowingly or negligently access or use the Services in a manner that abuses or disrupts the COMPANY’s networks, security systems, user accounts, or Services of COMPANY or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means, (iii) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise objectionable or unlawful; (iv) market, offer to sell, and/or resell the Services to any unauthorized third party; (v) use the Services in violation of COMPANY policies, applicable laws, ordinances or regulations; (vi) use the Services to send unsolicited or unauthorized advertising, junk mail, or spam; (vii) harvest, collect, or gather information or data regarding other users without their consent; (viii) transmit through or post on the Services any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright, data privacy or right of publicity; (ix) transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files or programs; (x) use the Services directly or indirectly for competitive benchmarking or other competitive analysis if Customer is a direct competitor of the applicable Service; (xi) submit to, or store in the Services, any Protected Health Information (“PHI”) unless Customer has complied with the section entitled “Customer Content / Customer Accounts / Conduct” below; or (xii) make any representations with respect to COMPANY or these Terms and Conditions (including, without limitation, that COMPANY is a warrantor or co-seller of any of Customer’s products and/or services). COMPANY shall have sole and exclusive discretion to determine applicability of the restrictions set forth above and any violations thereof.

3.4. Proprietary Rights. Except for the limited subscription rights granted herein, Customer has no right, title or interest in or to the COMPANY Marks or Services or any components provided by COMPANY in connection with the Services or any intellectual property rights related thereto. Customer acknowledges that COMPANY or its licensors retain all proprietary right, title and interest in and to, or practiced in connection with, the COMPANY Marks and the Services and any components, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.

3.5. COMPANY’s Marks. Unless expressly authorized under the terms of this Agreement, Customer agrees that it shall not use, register or apply for registration of any trademark, service mark, business name, company/trade name, domain name or social media account name or handle which is comprised of or incorporates in whole or in part any Mark of COMPANY, or is otherwise confusingly similar to a Mark of COMPANY. In the event of any breach of this provision, Customer agrees that it will do all things necessary to effect the transfer of any such same or similar trademark, service mark, business name, company/trade name, domain name or social media account name or handle to COMPANY, including but not limited to executing assignment documentation. Except as expressly granted herein, no license regarding the use of COMPANY’s copyrights, patents, trademarks, service marks or company/trade names is granted or will be implied. For any authorized use of the COMPANY’s Marks, Customer represents that it has reviewed and will adhere to COMPANY’s Trademark & Copyright Guidelines, and incorporated herein by reference and as may be periodically updated by COMPANY. As noted above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on the Website is strictly prohibited without the express written permission of COMPANY. For information on requesting such permission, please contact us using the contact information listed in the section entitled “Contacting Us”.

4. Orders, Fees, and Payment

4.1. Orders. Customer may order Services using the COMPANY’s then-current ordering processes. All Orders are subject to acceptance by COMPANY in its discretion. All Customer information provided by or on behalf of Customer must be current, complete and accurate and Customer is responsible for keeping such information updated. Order information is subject to automatic processing by COMPANY for the purposes of managing Customer’s account.

4.2. Fees and Payment. Customer is responsible for all fees applicable to the Services, including any one-time implementation fees (“Fees”). All Fees are due and payable as set forth on the invoice and, unless otherwise agreed in writing, payments are due thirty (30) days from the invoice date. Customer agrees to notify COMPANY of any fee dispute within fifteen (15) days of the invoice date and Customer agrees to work in good faith to promptly resolve any dispute and pay fees within fifteen (15) days following resolution of the dispute. When applicable, Customer authorizes COMPANY (i) to take steps to determine whether a debit/credit card number provided is valid, and (ii) charge such card in accordance with the billing frequency specified in the Order. COMPANY reserves the right to terminate its agreement with Customer immediately in the event any payment information is found at any time to be inaccurate, incomplete and/or not current. COMPANY shall not be responsible for any overdraft charges or other fees that may be incurred due to COMPANY use of Customer’s card for payment hereunder. COMPANY will not agree to submit invoices via a customer procurement to pay online portal and/or Electronic Data Interchange (EDI) Portals. COMPANY reserves the right to update the price for Services at any time after the Initial Term. COMPANY will notify Customer of any price changes by publishing on its website, emailing, quoting or invoicing Customer. Price changes will be effective as of the next billing cycle.

4.3. Additional Services. Customer may order additional Services at any time. Unless otherwise agreed in the applicable Order, any additional Services ordered by Customer following the Effective Date are subject to these Terms and Conditions, and shall be coterminous with the Terms and Conditions for existing Services.

4.4. Late Payments. COMPANY reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of undisputed Fees, and (ii) impose a charge to restore archived data from delinquent accounts. Customer agrees to reimburse COMPANY for all reasonable costs and expenses incurred in collecting delinquent amounts.

4.5. Taxes and Withholding. Customer shall be responsible for all applicable taxes (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), tariffs, Universal Services Fund (USF) fees (if applicable to the Audio Services only) and/or duties) (collectively, “Taxes”) imposed by any government entity or collecting agency based on the Services, except those Taxes based on COMPANY net income, and/or those Taxes for which Customer has provided a certificate confirming Customer is otherwise exempt. If Customer fails to satisfy its Tax obligations herein, Customer agrees to reimburse COMPANY for any Taxes paid on Customer’s behalf and indemnify and hold COMPANY harmless against any claim, liability and/or penalties resulting therefrom.

5. Customer Content/Customer Accounts/Conduct

5.1. Customer Content. Customer retains all rights to any and all of its Customer Content and COMPANY shall not own or license any data, content, information or material in such Customer Content. Each party shall apply reasonable technical, organizational and administrative security measures to keep Customer Content protected in accordance with industry standards, and Customer shall retain a current copy of Customer Content outside the Services. COMPANY will not monitor Customer’s or its user’s use of the Services, and COMPANY will not view, access or process any Customer Content, except: (i) for the sole purpose of providing the Services, (ii) as directed or instructed by Customer and its users, and/or (iii) for compliance with COMPANY policies, applicable law, regulation, or governmental request. Customer shall comply with all intellectual property laws related to the Customer Content and legal duties applicable to Customer as a data controller by virtue of the submission or storage of Customer Content within the Services, including providing all information or notices Customer is required by law to provide to users and obtain consent of the users, where required.

5.2. Customer Accounts. Customer is solely responsible for (i) the configuration of Customer’s Services account, (ii) the operation, performance and security of Customer’s equipment, networks and other computing resources used to connect to the Services, (iii) ensuring all users exit or log off from the Services at the end of each session, (iv) maintaining the confidentiality of Customer’s accounts, user id’s, conference codes, passwords and personal identification numbers used in conjunction with the Services, and (v) all uses of the Services by Customer and its users. COMPANY reserves the right to suspend the Services or terminate its agreement with Customer if Customer misuses or otherwise shares login information among users. Customer will notify COMPANY immediately of any unauthorized use of its account or any other breach of security. COMPANY will not be liable for any loss that Customer may incur as a result of a third party using its password or account, and Customer may be held liable for any such losses incurred by COMPANY and/or another party. COMPANY reserves the right to review Customer’s account to confirm compliance with applicable Use Levels, and to terminate or suspend Customer’s access for overuse and/or misuse. Customer agrees to pay for any overage in excess of permitted Use Levels.

5.3. We reserve the right to discontinue or modify without notice or liability, any portion of the Website

5.4. You affirm, represent, and warrant that your participation on the Website and the content you submit does not relate to pornography, illegal activities of any kind, occult, hate, or racism. You also represent and warrant that content you submit does not violate the intellectual property rights of third parties. COMPANY reserves the right to make the final decision regarding what is appropriate. COMPANY further reserves the right to remove content or terminate your account without prior notice for a violation of this provision.

5.5. You understand and agree to not place an unreasonable burden on the server hosting the Website, Services, or any related membership site, to not interfere with the running of the Website and to not attempt unauthorized access to any portion of the Website.

5.6. You understand and agree not to provide false information about yourself, to impersonate another individual or provide misleading or false content.

5.7. You agree that any ideas, suggestions, or improvements that you provide to COMPANY about COMPANY’s products or services shall be owned by COMPANY and that COMPANY is free to include such ideas in future products without compensation to you.

6. Third Party References / Hyperlinks

The Website may link you to other sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of COMPANY, and you acknowledge that COMPANY is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of the site by or any association with its operators.

7. Contacting Us

If you need to contact us, you can email support@kloutuni.com or jack@kloutuni.com.

8. Compliance with Laws

In connection with the performance, access and use of the Services under these Terms and Conditions, COMPANY and Customer agrees to comply with all applicable laws, rules and regulations including, but not limited to, export and import, data protection, and privacy laws and regulations. Specifically, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection laws to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required. Notwithstanding any other provision in these Terms and Conditions, COMPANY shall have the right to immediately terminate its agreement with Customer for noncompliance with applicable laws.

9. Disclaimer of Warranties

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE (THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY AND ITS AGENTS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE WEBSITE IS SOLELY AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, COMPANY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. Any provision herein to the contrary notwithstanding, the maximum liability of COMPANY to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Content delivered to You hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to COMPANY by You for the Content whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of COMPANY arising out of this Agreement. The parties acknowledge that the limitations set forth in this section are integral to the amount of consideration levied in connection with the Website and any services rendered hereunder and that, were COMPANY to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.

11. Indemnification

Upon a request by COMPANY, you agree to defend, indemnify, and hold COMPANY and its other affiliated companies harmless, and their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney’s fees, that arise from your misuse of the Website or Services.

12. Additional Terms

12.1. Services Trial. COMPANY may make the Services available to Customer on a trial basis or offer promotional versions of the Services for a limited period of time (“Trial Period”), as specified on the applicable Order. The Trial Period shall terminate (i) at the end of the stated Trial Period, or (ii) if no such date is specified, thirty (30) days from the date of Customer’s initial access to the Services. Following expiration of the Trial Period, the Services may automatically continue unless cancelled by Customer, and Customer is responsible for payment of the applicable Fees set forth in the Order. During the Trial Period, COMPANY provides the Services “AS IS” and without warranty or indemnity, to the extent permitted by law, and all other terms of these Terms and Conditions otherwise apply. COMPANY reserves the right to modify or discontinue any trials or promotions at any time without notice.

12.2. Copyright. In the event Customer believes that the Services have been used in a manner that constitutes copyright infringement, Customer shall notify COMPANY at support@kloutuni.com the following information, as required by the Digital Millennium Copyright Act ("DMCA"): (i) a statement that Customer has identified content in the Services that infringes a copyright of a third party for whom Customer is authorized to act; (ii) a description of the copyrighted work Customer claims has been infringed; (iii) a specific description of where the allegedly infringing material is located in the Services, including a URL or exact description of the content's location; (iv) Customer’s name, address, telephone number, and e-mail address; (v) a statement that Customer has a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use); (vi) a statement that, under penalty of perjury, the information in Customer’s notice is accurate and that Customer is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and(vii) Customer’s electronic or scanned physical signature. COMPANY reserves the right to delete or disable allegedly infringing content, to terminate the accounts of users who are repeat infringers, and to forward the information in the copyright-infringement notice to the user who allegedly provided the infringing content.

12.3. Cookies. By using the Services or websites, Customer agrees to the use of cookies which COMPANY uses to facilitate use of the Services and the Website. COMPANY does not store passwords or any other Customer personal information in the cookies, and COMPANY does not sell, trade or rent any Customer personal information to unaffiliated third parties. More information about COMPANY’s use of cookies is contained in the Privacy Policy.

12.4. Suspension of Service. COMPANY may temporarily suspend the Services if COMPANY determines, in its sole discretion, that continued provision would compromise the security of the Services due to, without limitation, hacking attempts, denial of service attacks, mail bombs or other malicious activities, and COMPANY will take action to promptly resolve any such security issues. COMPANY agrees to notify Customer of any such suspension and subsequent reactivation of the Services.

12.5. Assignment. Neither party may assign its rights or delegate its duties under these Terms and Conditions either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign these Terms and Conditions as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without such consent shall be void. These Terms and Conditions will bind and inure to the benefit of each party’s successors or assigns.

12.6. Notices. All legal notices required under these Terms and Conditions shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Customer, and the COMPANY contracting entity as specified below, or such other address as either party may specify by notice to the other party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii)five (5) days after deposit in the mail. Non-legal notices may be provided to the email address specified on the applicable Order and shall be deemed effective on the next business day following the date and time stamp on the sender’s email. COMPANY may also provide Customer with notice postings on the COMPANY Website.

12.7. Entire Agreement; Order of Precedence. These Terms and Conditions set forth the entire agreement and understanding of the parties relating to the Services and supersedes all prior and contemporaneous oral and written agreements. For any conflict between an executed Order, these Terms and Conditions and the Service Descriptions, the conflict shall be resolved in that order, but only for the specific Services described in the applicable Order. For any conflict between these Terms and Conditions and any BAA, these Terms and Conditions shall control. Nothing contained in any document submitted by Customer shall in any way add to or otherwise modify these Terms and Conditions or COMPANY’s program terms. These Terms and Conditions may be updated by COMPANY from time to time without notice (but will be identified by the last updated date) and may be reviewed at Terms of Service. Customer’s continued access to and use of the Service constitutes acceptance of the then-current Terms and Conditions.

12.8. General Terms. Captions and headings are used herein for convenience only, are not a part of these Terms and Conditions, and shall not be used in interpreting or construing these Terms and Conditions. If any provision of these Terms and Conditions is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from these Terms and Conditions and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in these Terms and Conditions creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between or among the parties. No person or entity not a party to these Terms and Conditions will be deemed to be a third party beneficiary of these Terms and Conditions or any provision hereof. COMPANY authorized resellers and distributors do not have the right to make modifications to these Terms and Conditions or to make any additional representations, commitments, or warranties binding on COMPANY. No waiver or amendment of any term or condition of these Terms and Conditions shall be valid or binding on any party unless agreed to in writing by COMPANY or Customer. COMPANY failure to enforce any term of these Terms and Conditions will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. These Terms and Conditions may be agreed to online, or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay, interruption or other failure to perform under these Terms and Conditions due to force majeure events and acts beyond a party’s reasonable control, but only for so long as such conditions persist. Force majeure events may include: natural disasters; wars; terrorist activities, activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers, labor disputes; and acts of government.

12.9 The materials available at this web site are for informational purposes only and not for the purpose of providing legal advice. You should contact your attorney to obtain advice with respect to any particular issue or problem. Use of and access to this Web site or any of the e-mail links contained within the site do not create an attorney-client relationship between . and the user or browser. The opinions expressed at or through this site are the opinions of the individual author and may not reflect the opinions of the company.

13. Integration

Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and COMPANY with respect to the Website and supersedes all prior or contemporaneous communications between you and COMPANY with respect to the Website. If any part of these Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

14. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California. You hereby consent to binding arbitration in the State of California to resolve any disputes arising under this Terms and Conditions.

15. Arbitration of Disputes

(a) The parties agree that any dispute or claim in law or equity arising between them regarding the use of the Website or these Terms and Conditions, including any dispute regarding the enforceability or applicability of this arbitration provision, shall be decided by neutral, binding arbitration conducted in Orange County, California. The arbitrator shall be a retired judge, justice, or an attorney with at least ten (10) years of legal experience relating to the subject matter of this Agreement, unless the parties mutually agree otherwise, who shall render an award in accordance with the substantive laws of Orange County, California. In all other respects, the arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association, subject to the parties being allowed limited discovery. Judgment upon the award of the arbitrator(s) may be entered in any court having jurisdiction.

NOTICE: BY USING THE WEBSITE YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION YOU MAY BE COMPELLED TO ARBITRATE ANYHOW PURSUANT TO A COURT ORDER. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. IF YOU DO NOT WISH TO AGREE TO ARBITRATION, THEN YOU MAY NOT USE THE WEBSITE.

16. Class Action Waiver

ANY LEGAL ACTION OR ARBITRATION ARISING IN CONNECTION WITH THE USE OF THE WEBSITE OR THESE TERMS AND CONDITIONS MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WE MAY JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

17. Attorneys Fees

In any dispute, action, proceeding, or arbitration regarding the use of the Website or these Terms and Conditions, including the enforcement of any arbitration provision herein, the party prevailing in such action or proceeding shall be entitled to recover, in addition to any other award of damages or other remedies, its reasonable attorneys’ and experts’ fees, costs and expenses (including, without limitation, expenses for expert witnesses and all reasonable attorneys’ fees, costs and expenses upon appeal).

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