TERMS OF SERVICE
THE FOLLOWING TERMS AND CONDITIONS GOVERN YOUR ACCESS AND USE OF THE SERVICES AND/OR MATERIALS BEING PROVIDED TO YOU BY Infinite Financial Solutions, LLC DBA David Lukas Financial, A/AN Arkansas limited liability company (“WE OR US”) THROUGH tripplanner9000.com (“WEBSITE”).
YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU UNDERSTAND THIS AGREEMENT AND THAT YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH US, EITHER ON BEHALF OF YOURSELF OR ON BEHALF OF ANY ANY LEGAL ENTITY YOU REPRESENT. YOU AGREE THAT BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ALSO AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THE WEBSITE TERMS OF USE. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS AGREEMENT AND THE WEBSITE TERMS OF USE, THE TERMS OF THIS AGREEMENT SHALL SUPERSEDE AND CONTROL. YOUR RIGHTS AND PRIVILEGES PURSUANT TO THIS AGREEMENT ARE BEING PROVIDED TO YOU SUBJECT TO YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS AND THE WEBSITE TERMS OF USE.
Services Non-Exclusive Limited Access License
Subject to your continued compliance with the terms and conditions of this Agreement
A maximum of 10 global users within your organization are hereby granted the non-exclusive and non-transferable right to access and use the Services including the right to access and use the dashboard located on the password-protected secure area of our Website (“Dashboard”).
Membership Services
The services the subject of this Agreement consist of Access and use of the Tripplanner9000 system (“Services”).
Non-Exclusive Limited License
You are purchasing and are hereby granted a non-exclusive, non-transferable and revocable license and right to access and use the Services and all online content, video or audio files, graphics, images or any other materials made available to You on restricted portions of our Website as part of the Services (“Materials”), for your own personal or business use. You acknowledge and agree that the rights being granted herein are not a concurrent user license other than as may be expressly stated in this grant of license. You are purchasing and are also hereby granted a personal, non-exclusive, non-transferable and revocable license and right to access and use all video or audio files, graphics, images or any other materials that are made available to You and clearly designated as materials intended for your own use. You acknowledge and agree that the rights being granted herein are not a concurrent user license other than as may be expressly stated in this grant of license.
You are not authorized to: (i) resell or sublicense, outsource, time-share or rent the Services; (ii) distribute, transmit, or publish any portions of the Website or download (other than page caching) or modify any portion of the Website to the public in any form, format, or method; (iii) modify, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the Services or otherwise attempt to discover any source code or using unauthorized versions of the Services for purposes including (without limitation) building a product or service similar to or competitive with the Services or to gain unauthorized access to the Services; or (iv) otherwise use the Services as part of a product or service for any commercial use or purpose whatsoever or in any way exploit any of the Services, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement applicable to your use of the Services. The Services are being licensed and not sold to You pursuant to the terms and conditions of this Agreement. Except as expressly stated herein, this grant of License does not convey any other rights in and to the Services or any Materials contained on restricted portions of this Website, express or implied, or ownership of any applicable Materials or any intellectual property rights. All rights not expressly granted herein are reserved by us. You may not use the Services or any Materials contained on this Website in any manner that infringes on the copyrights or proprietary interests of any third party or that is in violation of any law.
Intellectual Property Notice
All logos or any other trademarks, trade names or service marks, whether marked or unmarked, and/or any software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets, tags and metatags and other material (collectively “Content”) which is protected by copyright, trademark or other proprietary rights by us or affiliates or other third parties. No Content may be used without our prior written consent. We retain all right, ownership, title and interest in all Content, whether or not we have registered for or has been granted any such protections under State and/or Federal law.
Subscription Term & Automatic Renewal
The term of the License and your rights granted herein shall be for an initial term equal to 1 year (“Term”). The Term shall begin on and including the day You sign-up to receive the Services, unless otherwise stated in this Agreement, and ending on 11:59 p.m. EDT (GMT-5 hours) on the final day of the Term. This Agreement shall be automatically renewed upon the same terms and conditions for successive terms equal to 1 year (“Renewal Term”), unless this Agreement is canceled by You. Each Renewal Term shall begin on 12:00 a.m. EDT (GMT-5 hours) on the day following the last day of the previous Term, or any subsequent Renewal Term.
Subscription Fees & Payment Authorization
You agree to pay a membership fee of $0.00 (“Fee”) in order to access the Services for the duration of the Term. Your credit or debit card or other payment method You provide will also be charged the amount of $250, due 30 days after the beginning of the Term and due every 30 days days thereafter until the expiration of the Term.
You represent and warrant that the payment information supplied by You to us is, and shall at all times be, true, correct and complete. You represent and warrant that all charges by us will be honored by your credit card company, financial institution, etc. If any charge is not so honored, you remain liable for payment of all amounts due to us under this Agreement. You agree that if any charge should be declined upon the date such payment is due and charged by us, we shall have the right to attempt to debit your credit card, bank account or other payment provider account as many times as we may elect thereafter until such debit is authorized by your credit card issuer/payment provider. We may, in our sole discretion, elect to charge your credit or debit card or other method of payment You provide after the date such charge is actually due, but will make such charge within a short time from the date due. All monies collected by us will be applied first to any outstanding balances due for previously unpaid charges, then toward the current membership fees due. You shall additionally be responsible for and shall immediately pay to us, on demand, any payments that are made to us by your credit card that are subsequently reversed. If we are unable to debit your credit or debit card or other billing method upon the due date, we may suspend or cancel your rights to receive access to the Services or suspend your rights to receive any other benefits included with the Services under the terms of this Agreement. This right shall be in addition to any other rights we may have under this Agreement. You agree to pay for all costs we incur in collecting any payment(s) from You, including our reasonable attorney’s fees.
By providing your credit card, debit card, PayPal, bank account information or any other billing information, You hereby authorize us to charge all fees and any other amounts due under this Agreement according to the terms of this Agreement. We are not responsible for pricing, typographical, or other errors in any offer or price stated on this Website or this Agreement and we reserve the right to cancel any memberships/subscriptions arising from such errors. We also reserve the right to cancel any sale made to You if we determine that there were inaccuracies in any description or information contained on this Website regarding the Services.
Trial Period
You may elect to use the Services on a trial basis for a trial period of 30 days days (“Trial Period”). As a trial user, your right to access and use the Services and portions of our Website may be limited as described in our Website. You acknowledge and agree that You have read the terms and conditions surrounding your trial use of the Services as stated on our Website, which such terms are hereby incorporated into this Agreement. All applicable terms and conditions contained in this Agreement shall apply to your use during the Trial Period. Following the end of the Trial Period, You will have the option to purchase a membership to access the Services on a paid basis under the terms set forth in this Agreement for the membership Term. If you choose not to purchase a paid membership to access the Services, this Agreement will terminate at 11:59 P.M. EDT (GMT -5 hours) on the last day of the Trial Period. If you choose to purchase a membership, then the Term shall begin on 12:00 A.M. EDT (GMT -5 hours) on the next day following the expiration of the Trial Period and this Agreement shall remain in full force and effect. If you decline to purchase a membership, we reserve the right to retain your Identity Information for the purpose of contacting you from time to time to provide information and to offer our products and services to You.
Trial Use of the Services might be offered by us at a later time with different features, for a fee, or not at all, as determined by us in our sole discretion. You agree that we may contact you regarding the Website and the Services at any time during the Term of your Trial Use. We shall be entitled to use your personal information You submit to this Website during the Term. By way of example and without limiting the foregoing, we may contact you and any such third parties to provide information, to offer its products and services, and to solicit comments and feedback regarding the Website and the Services, and we may send frequent e-mail communications to you and to such third parties for various marketing purposes, including to offer a free trial to such third parties. You are not permitted to use or otherwise rely on the Website or the Services for any commercial purpose. Following the end of the Term of your Trial Use, you may either purchase a paid subscription for another Term or decline to do so. If you decline, we reserve the right to retain any Identity Information (as described in our Privacy Policy) for the purpose of contacting You from time to time to provide information and to offer its products and services to You.
SMS Mobile Recipient Consent
WE COLLECT ALL MOBILE NUMBERS PROVIDED TO US AND WILL USE SUCH MOBILE NUMBERS TO SEND SMS/MMS MESSAGES PERIODICALLY ABOUT OUR SERVICES. By registering/subscribing to use our Services, You consent to and otherwise authorize us to send such SMS/MMS messages to any mobile phone number provided to us by you pursuant to your use of the Services. We will at all times comply with the Telephone Consumer Protection Act (“TCPA”), the Federal Trade Commission Act, all rules and regulations promulgated by the the Federal Communications Commission, the DNC list registry rules (http://www.donotcall.gov) and various state laws, rules and regulations that place restrictions on our SMS or MMS message campaigns. We will include clear opt-out/unsubscribe information on any text messages we send to any mobile numbers provided to us and otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association, if applicable. We agree that any individuals requesting “Do-Not-Call” (“DNC”) status shall immediately be placed on our DNC list and further agree that we will not initiate any subsequent messages to any such individuals. You represent and warrant to us that You are either the owner/account-holder of any phone number(s) provided to us by You pursuant to this Agreement, or are otherwise authorized to consent to the receipt of such SMS/MMS messages to any such number(s) you has provided on behalf of the recipient.
In addition, support services will be made available to You as part of the Services where we will provide general and technical assistance regarding the your execution of any part of the program or other materials comprising the Services or access and use of our Website. We will provide individual customer support to You by telephone. Support assistance will be available from 9:00 am to 5:00 pm, Monday through Friday.
Website Use Restrictions
You acknowledge and agree that any unauthorized use, copying or distribution of our Website or separate Website elements or Materials (as defined in our Website Terms of Use) is expressly prohibited by law. Without limitation, You agree not to do any of the following: (i) Attempt to gain unauthorized access to the Website or to other accounts, computer systems or networks connected to the Website, whether through hacking, password mining or any other means; (ii) Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations, or labels of the origin or source of software or other material contained in a file that is uploaded; (iii) Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website; (iv) Engage in any systematic extraction of data or data fields, including without limitation e-mail addresses; (v) Disrupt, interfere with or inhibit any other person’s use and enjoyment of the Services; (vi) Violate our rights or any third party rights, including without limitation abuse, defame, defraud, harass, stalk, threaten or otherwise violate our legal rights (such as rights of privacy and publicity) or any third party legal rights; (vii) Use our domain name as a false or pseudonymous return e-mail address; (viii) Use our business or domain name to market or sell any goods or services (including advertising and making offers to buy or sell goods or services or implying that we in any manner endorse or are associated with such goods and services), unless we have given our prior written consent; (ix) Use the Website in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Website or any networks connected to the Website; or (x) Access or use the Website or the Services in any manner that could damage, disable, overburden or impair any of our servers or the networks connected to any of our servers.
Upgrades
If You elect to purchase any upgrades to the Services described on this Website, then You agree to pay the separate upgrade fee(s) expressly stated on this Website and authorize us to charge this fee to your credit card or other method of payment provided by You. You agree to any and all terms of the upgrade that are stated on this Website, which are hereby incorporated into this Agreement. All applicable payment terms stated in this Agreement controlling your license to access the Services also control your purchase of any upgrade(s). All separate upgrade fees are in addition to the stated purchase price paid for the Services. You agree to any and all terms of the upgrade that are expressly stated on this Website, which are hereby incorporated into this Agreement. All separate upgrade fees are in addition to the stated Fees. You may cancel the upgrade services by sending an email to info@davidlukasfinancial.com with the subject line “Cancellation.” Include your stated desire to cancel in the body of your email and reference the specific upgrade. Upon receipt of your email, we will send You written confirmation that this Agreement has been terminated and, upon such termination, we will stop debiting your credit card or other payment method. Notwithstanding, if You cancel the upgrade services at any time before payment of the fee due for the period covering the cancellation date, we shall debit your credit card or other payment method after cancellation for this final charge in full. If you cancel this Agreement after we have successfully debited your credit card or other payment method in advance for the period covering the cancellation date, NO refunds or partial refunds shall be provided to You upon cancellation.
Termination & Refunds
No Down Time Credits: While we strive to keep downtime to a minimum, from time to time the Site and the Services may be unavailable, whether due to periodic maintenance or otherwise. No downtime “credit”, refund or any other type of proration will be provided by us for downtime caused by any of the following: (i) periodic maintenance (notice of which will be posted in advance on the Site at the point of user log-in and/or e-mailed to the e-mail address contained in your primary Log-In Information); (ii) any reason described in our section regarding Force Majeure; (iii) your inability to connect to or to access the Site or Services due to problems related to your PC hardware, software, network, network setup or security, or your Internet service provider or any other similar problem; or (iv) any other reason. YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY LOST SALES OR LOST PROFITS, LOST DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES YOU MAY SUFFER DUE TO ANY DOWNTIME OF THE SERVICES AND YOU.
You may cancel this Agreement at any time before the expiration of the Term for any reason or for no reason by sending an email to info@davidlukasfinancial.com with the subject line “Cancellation.” Include your stated desire to cancel in the body of your email and reference the Services. Upon receipt of your email, we will send You written confirmation that this Agreement has been terminated and, upon such termination, this Agreement will terminate and we will stop debiting your credit card or other payment method. We shall provide You with a partial refund for any fee(s) You have paid previously covering the entire Term, or covering any period within the Term, prorated based on the number of days remaining in the Term or any period as of the date of cancellation. In order to receive a refund, You must notify us within days from the date of your purchase. Upon granting a refund to You, your license to use the Services shall terminate and shall otherwise be revoked by us. Any rights of access to any services or benefits included with the Services will terminate. In such case, You agree to cease use of all materials, to the extent any materials are downloadable. We make every effort to make any appropriate refunds to You as soon as possible. However, refund times vary and will not be made until after we have conducted a product inspection after our receipt of any returns by You and are subject to the normal processing time from your bank or credit card company. All refunds will be made to the same credit card or other payment provider You used to make your purchase. In the event You terminate this Agreement, such termination shall be effective beginning at 12:00 a.m. EDT (GMT-5 hours) the day following the date You send email notice to us. If you fail to accept an update or amendment of this Agreement (as described in this Agreement), this Agreement shall automatically terminate.
We may terminate this Agreement at any time in our sole discretion and terminate your use and access of our Website prior to the end of the Term by sending you a notice of termination to the e-mail address included in your log-in information (which notice shall be effective upon being sent by us) if: i) You violate or breach one or more provisions of this Agreement; or ii) we determine in our sole and exclusive judgment that terminating your access to our Website is advisable for security reasons, to protect us from liability, or to maintain the continued normal uninterrupted operation of our Website. Once this Agreement is terminated for any reason, your license to use the Services shall terminate and shall otherwise be revoked by us. Any rights of access to any Services or benefits will terminate.
Indemnification by You
You hereby agree to defend, indemnify and hold us, our officers, directors, employees, consultants, agents, representatives, joint venture or joint venture partners, attorneys or any parent, subsidiary or other entity controlled or owned by us, harmless from and against any and all claims, liabilities, damages or costs (including without limitation fees, costs and other expenses of attorneys and expert witnesses) arising out of or in any way related to: (i) any breach of this Agreement by You; (ii) your use of and access of our Website and use of the Services; (iii) any actual or alleged violation by You or by any person using your user account information (whether or not such use is authorized by You) of this Agreement or any applicable law, or any intellectual property, proprietary, privacy or other right of any third party; (iv) any credit-card funded payments to us that are reversed, to the extent applicable or (v) your negligence or willful misconduct.
WARRANTY DISCLAIMER
THE SERVICES ARE BEING MADE AVAILABLE AND SOLD ON A “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND IS BEING PROVIDED WITHOUT ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY REGARDING THE QUALITY, USEFULNESS, RELIABILITY OF OR PERFORMANCE OF THE SERVICES OR THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OF USE. YOU AGREE TO ASSUME THE SOLE RISK ASSOCIATED WITH YOUR USE OF THE SERVICES. WE DO NOT WARRANT THAT THE SERVICES ARE APPROPRIATE OR LEGAL IN YOUR JURISDICTION. WE ARE NOT RESPONSIBLE FOR ANY UNAVAILABILITY, INTERRUPTION OR DELAY OF ANY SERVERS OR WITH TELECOMMUNICATIONS OR THIRD PARTY SERVICES (INCLUDING DNS PROPAGATION) NECESSARY TO HOST OUR WEBSITE AND/OR TO PROVIDE ACCESS TO ANY SERVICES OR MATERIALS MADE AVAILABLE THROUGH OUR WEBSITE, UNDER ANY CIRCUMSTANCES. THE USE OF THE SERVICES AND THE MATERIALS THEREFROM SHALL BE DONE SOLELY AT YOUR OWN DISCRETION AND RISK AND WITH YOUR UNDERSTANDING THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY LOSS OF DATA OR ANY OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. WE SHALL HAVE NO RESPONSIBILITY FOR ANY FAILURE THAT ARISES OUT OF YOUR USE OF THE WEBSITE AND THE SERVICES WITH ANY HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM, INCLUDING WITHOUT LIMITATION ANY FAILURE RELATED TO OR ARISING FROM YOUR INABILITY TO CONNECT TO OR TO ACCESS THE WEBSITE OR SERVICES DUE TO PROBLEMS RELATED TO YOUR PC HARDWARE, SOFTWARE, NETWORK, NETWORK SETUP OR SECURITY, OR YOUR INTERNET SERVICE PROVIDER OR ANY OTHER SIMILAR PROBLEM.
LIMITATION OF LIABILITY
YOU AGREE THAT NEITHER US, OUR OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS, SUCCESSORS AND/OR ASSIGNS (AS APPLICABLE), SHALL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS AND USE OF THE WEBSITE OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR REVENUES, LOST DATA OR LOST GOODWILL OR ANY OTHER DAMAGES. YOU AGREE THAT THE COMPANY’S LIABILITY SHALL IN ALL CASES BE LIMITED TO THE MEMBERSHIP FEES PAID BY YOU FOR THE SERVICES DURING THE TERM IN WHICH ANY SUCH DAMAGE OR LOSS HAS OCCURED. WE SHALL NOT BE LIABLE TO YOU AS STATED HEREIN REGARDLESS OF THE CAUSE OF ANY SUCH DAMAGE OR THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTIOUS CONDUCT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR BY ANY OTHER LEGAL THEORY, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE SAME. ACCORDINGLY, YOU AGREE TO WAIVE YOUR RIGHTS UNDER ANY LAWS THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS, INCLUDING CALIFORNIA CIVIL CODE SECTION 1542 IF YOU ARE A RESIDENT OF THE STATE OF CALIFORNIA, OR ANY OTHER APPLICABLE STATE LAWS.
Exceptions to Disclaimers & Limitations
Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. Accordingly, some of the above warranty disclaimers and limitations of liability may not apply to you. To the extent that we may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited as allowed under any applicable laws.
Compliance with Laws
You are solely responsible for compliance with any laws applicable to your purchase of any the products or services made available through this Website. You agree to comply with all applicable laws and regulations of the United States and the various states. Access and use of this Website from any jurisdictions where the products or services being provided are illegal is strictly prohibited and we shall have no liability to You whatsoever in such case. By purchasing any product from us, You represent that the products ordered will be used only in a lawful manner.
Privacy Policy Consent
By entering into this Agreement, you agree to our collection, use, and disclosure of your personally identifiable information in accordance with the Privacy & Communications Policy contained on this Website. We may use and share your personally identifiable information you submit through the registration/sign-up process and your use of the Services with any third parties as set forth in our Privacy Policy. This information may include “Identity Information” such as your email address, name, address or phone number and/or Website “Use information” that we automatically collect about your use and interaction with our Website and the Services, as defined in our Privacy Policy. You acknowledge that you have accessed and read the Privacy Policy and that it is a part of this Agreement and You hereby consent to our use any of your personally identifiable and or Website Use Information as described therein. We may also use cookies as described in our Privacy Policy, for the purpose of managing your access to the Website and delivering services to You. The manner in which we use any Identity Information or any other information that You submit or that we collect automatically through your access and use of the Services under the terms of this Agreement shall at all times be consistent with our Privacy Policy. If there is any conflict between the terms of the Privacy Policy and the terms of this Agreement, the terms of this Agreement shall control.
Modifications
We reserve the right, at any time, to amend the provisions of this Agreement. If you do not accept any amendments, this Agreement will terminate. Please regularly check this Agreement as posted on this Website to view the then-current terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, if we post amended terms to this Agreement on our Website, such terms will automatically become effective, shall be incorporated into this Agreement immediately upon being posted, and where inconsistent with any other terms and conditions of this Agreement, shall supersede any such conflicting terms or conditions. By accessing and using our Website and the Services after such revised terms are posted, You agree to be bound by any such revised terms. You agree to periodically visit our Website to examine the then-current terms and conditions of this Agreement. Your access and use of the Website and the Services will always be subject to the most current versions of these Terms of Service and our Privacy Policy, as well as the Website Terms of Use in effect at the time of such use. Please regularly review the Terms of Use on the home page of the Website to view the then-current Terms of Use, Terms of Service and Privacy Policy.
Miscellaneous:
A. Entire Agreement. You agree that this Agreement constitutes the complete and exclusive agreement regarding your access to and use of the Services, along with the terms contained in the Website Terms of Use, and supersedes any prior communications, representations or agreements of the parties, weather written or oral. This Agreement cannot be altered, amended, or modified except in writing executed by an authorized representative of each party. Neither electronic mail nor instant or text messaging shall be considered a writing sufficient to change, modify, extend or otherwise affect the terms of this agreement.
B. Authority. If You are accepting these terms on behalf of another person or a company or other legal entity, You represent and warrant that You have full authority to bind that person, company, or legal entity to these terms and otherwise have authority to enter into this Agreement.
C. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.
D. Remedies/Attorney’s Fees. In the event of a violation of this Agreement, we shall have each and every remedy available at law or equity in order to address such breach by You. The selection of one remedy shall not preclude the subsequent selection of any other remedy by us as all remedies shall be non-cumulative. In the event any party brings an action to enforce any provisions of this Agreement, whether such action is at law, in equity, or otherwise, and such party prevails in such action, that party shall be entitled, in addition to any other rights or remedies available to it, to collect from the non-prevailing party the reasonable costs and expenses incurred in the investigation preceding such action and the bringing of such action, including but not limited to reasonable attorney fees and court costs.
E. Venue & Choice of Law. Any and all claims, demands, controversies or legal proceedings arising out of or related to this Agreement may only be brought exclusively in a state or federal court situated in Pulaski County County, State of Arkansas, and You hereby give your irrevocable consent to submit to the personal jurisdiction of such court and consent to extra-territorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration under this Agreement. This Agreement shall be construed and enforced in accordance with the laws of the State of Arkansas, without regard to conflict of laws principles and without regard to any applicable International laws, treaties or regulations.
F. Waiver. The waiver by us of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver of any other or subsequent breach by You.
G. Prior Dealings. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of or interpretation of any provision contained in this Agreement.
H. Assignment. This Agreement inures to the benefit of and is binding upon the parties and their successors and assigns. You may not assign, delegate or otherwise transfer all or any part of your rights or obligations under this Agreement without prior written consent by us. Any such attempted assignment, delegation, or transfer will be null and void.
I. Survival. Any provisions in this Agreement which by their nature extend beyond the termination or expiration of any license to use the Services will remain in effect until fulfilled and will apply to both parties’ respective successors and permitted assigns.
J. No Joint Venture or Partnership. Nothing in this Agreement will be construed as creating a joint venture, partnership, agency or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.
K. Force Majeure. We shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed to host this Website or otherwise fulfill our obligations to You under this Agreement.