CONTRACTPREP TERMS OF SERVICE
These Terms of Service (the “Agreement”) governs use of the www.contractprep.com website (the “Site”) and all information, tools, documents, agreements and services available through the Site provided by ContractPrep (“we”, “us” and “our”). By using the Site or purchasing any documents and/or agreements made available through the Site, you, the individual using the Site and/or placing an order through the Site (“you” and “your”), agree to all of the provisions of this Agreement. By agreeing to this Agreement, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
WHILE FORM CONTRACTS AND AGREEMENTS ARE MADE AVAILABLE BY CONTRACTPREP, THEY ARE PROVIDED FOR EDUCATIONAL PURPOSES ONLY. YOU ACKNOWLEDGE AND AGREE THAT CONTRACTPREP DOES NOT OFFER OR PROVIDE LEGAL ADVICE, LEGAL REPRESENTATION OR LEGAL OPINIONS. YOU SHOULD CONSULT A LICENSED ATTORNEY FOR ANY LEGAL ADVICE ON ANY SUBJECT MATTER INCLUDED IN ANY CONTRACTPREP DOCUMENTS MADE AVAILABLE TO YOU. ANY RELIANCE ON THE MATERIAL MADE AVAILABLE THROUGH CONTRACTPREP IS AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT: (I) WHEN YOU PLACE AN ORDER, YOU ARE PROVIDED WITH AN EMAIL LINK THAT ALLOWS YOU TO DOWNLOAD YOUR PRODUCT NO MORE THAN TWO TIMES; (II) DOWNLOADS MUST COMPLETED BE WITHIN ONE WEEK OF YOUR ORDER, OR DOWNLOAD CAPABILITY WILL BE DISABLED; AND (III) YOUR COMPLIANCE WITH THE FOREGOING CONDITIONS IS A CONDITION PRECEDENT TO THE LICENSES GRANTED TO YOU HEREIN. FURTHER, IF YOU FAIL TO DOWNLOAD ITEMS FROM YOUR ORDER WITHIN THE TIME PERIOD ALLOTTED OR WITHIN THE NUMBER OF DOWNLOAD ATTEMPTS ALLOTTED, YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT BE ENTITLED TO ANY REFUND, REVERSAL, CHARGEBACK OR RESCISSION OF YOUR ORDER.
YOU ACKNOWLEDGE AND AGREE THAT AGREEMENTS AND DOCUMENTS MADE AVAILABLE THROUGH CONTRACTPREP ARE LICENSED TO YOU FOR YOUR PERSONAL USE ONLY AND EXCEPT FOR SUCH LICENSE FOR YOUR INDIVIDUAL USE, MAY NOT BE COPIED, SOLD, LICENSED, RE-SOLD, SUBLICENSED, PUBLISHED, REPUBLISHED, OR TRANSFERRED IN ANY MANNER BY YOU OR ANY THIRD PARTY, OR USED OR STORED ON ANY COMPUTING DEVICE NOT WITHIN YOUR DIRECT CONTROL (“RESTRICTIONS”).
YOU ACKNOWLEDGE AND AGREE THAT VIOLATION OF THE RESTRICTIONS IS A MATERIAL BREACH OF THIS AGREEMENT WHICH WOULD RESULT IN MATERIAL HARM TO CONTRACTPREP, THE DAMAGES FOR WHICH WOULD BE DIFFICULT TO ASCERTAIN, AND UPON ACCOUNT OF THE GREAT DIFFICULTY OF ASCERTAINING THE AMOUNT OF SUCH DAMAGE, YOU AGREE TO PAY ONE THOUSAND DOLLARS ($1,000) FOR EACH COPY OF A CONTRACTPREP AGREEMENT OR DOCUMENT USED IN VIOLATION OF THE RESTRICTIONS. YOU AGREE THAT NOTICE OF SUCH BREACH AND ANY SERVICE OF PROCESS MAY BE MADE UPON YOU BY EMAIL TO THE EMAIL ADDRESS YOU PROVIDE TO RECEIVE YOUR ORDER.
IF YOU REVIEW OUR PRODUCTS, YOU ACKNOWLEDGE AND AGREE THAT THE TEXT OF YOUR REVIEW MAY BE PUBLISHED ON CONTRACTPREP.COM AND THAT IF ANY SPECIAL OFFERS ARE CONNECTED WITH A REVIEW, A NEGATIVE REVIEW, AS DETERMINED BY CONTRACTPREP IN ITS SOLE DISCRETION, REVOKES ANY SUH OFFERS MADE TO YOU.
Any new features or tools which are added to the Site shall also be subject to this Agreement. You can review the most current version of the Terms of Service at any time on this page. You agree that from time to time we may remove the service for indefinite periods of time or cancel the Site or any products made available through the Site service at any time, without notice to you. You expressly agree that your use of, or inability to use, the Site is at your sole risk.
We reserve the right to update, change or replace any part of this Agreement by posting updates and/or changes to the Site. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Site following the posting of any changes constitutes acceptance of those changes. Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services. We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
We are not responsible if information made available on the Site or in documents or agreements or other materials made available through the Site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
Orders & Pricing
Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue access to the Site (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Site or any products or materials that were or are made available on the Site.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
BY PLACING ON ORDER, YOU CONSENT TO ALLOW CONTRACTPREP AND ITS PAYMENT PROCESSORS TO CHARGE YOUR METHOD OF PAYMENT FOR THE AMOUNTS DUE FOR YOUR ORDER, PLUS APPLICABLE TAXES, IF ANY. YOU AGREE THAT CONTRACTPREP AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS SHALL NOT HAVE ANY LIABILITY TO YOU FOR ANY ACTS OR OMISSIONS OF PAYMENT PROCESSORS OR ORDER FULFILLMENT PROVIDERS ENGAGED TO PROCESS AND FULFILL YOUR ORDERS.
YOU ACKNOWLEDGE AND AGREE THAT ALL DIGITAL DOWNLOADABLE PRODUCTS MADE AVAILABLE THROUGH THE SITE ARE NOT RETURNABLE AND THAT ONCE YOU ARE CHARGED FOR YOUR ORDER, YOU WILL NOT BE ABLE TO RETURN ITEMS IN YOUR ORDER AND YOU WILL NOT BE ENTITLED TO ANY REFUNDS. YOU ALSO AGREE THAT YOU WILL NOT CONTEST ANY CHARGES TO THE METHOD OF PAYMENT USED TO COMPLETE YOUR ORDER UNLESS THERE IS AN ERROR IN YOUR ORDER OR AN ERROR CALCULATING SUCH CHARGES.
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input, such as Shopify services. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new products, services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to this Agreement.
Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
Occasionally there may be information on our Site or in products or documents made available through the Site that contain errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, terms and conditions, transit times and availability. We reserve the right to, but are not obligated to, correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Site or within products or documents made available through the Site or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
In addition to other prohibitions as set forth in this Agreement, you are prohibited from using the Site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Site or products and documents ordered through the Site for violating any of the prohibited uses.
License & Restrictions
License: Subject to the terms of this Agreement, we hereby grant to you a personal, non-exclusive, non-transferable, non-sublicensable license to copy and modify agreements and documents you order through the Site solely for your own use. Except for the foregoing license, no other rights or licenses are granted to you, whether express or implied, and we and our suppliers own all right, title and interest in and to the Sites and all documents, agreements and other materials on or available through the Site.
License Restrictions: In consideration of the license granted to you, you agree not to, or permit any third party to: (i) copy, reproduce, modify, damage, frame, disassemble, decompile, reverse engineer or create derivative works of all or part of the Site or the agreements or documents made available through the Site except as expressly authorized in this Agreement; (ii) with, modify, circumvent, disrupt, disable or interfere with the Site or services made available through the Site; (iii) use the Site or materials made available through the Site for illegal purposes, or in a manner which violates or infringes upon the intellectual property rights or other rights of any other party, or that may result in civil or criminal liability; (iv) use the Site in any manner that could damage, disable, overburden, or impair or interfere in any way with the use or enjoyment of the Site by others; (v) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the documents, agreements and other materials made available through the Site to any third party SOME OR ALL DOCUMENTS AND AGREEMENTS MADE AVAILABLE THROUGH THE SITE MAY BE TRACKED THROUGH RIGHTS MANAGEMENT METHODS, AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH TRACKING IS AUTHORIZED BY YOU AND YOU HEREBY PROVIDE YOUR EXPRESS CONSENT TO THE SAME. IN NO EVENT WILL YOU USE, OR ALLOW THE USE OF, THE SITE OR DOCUMENTS OR AGREEMENTS OR OTHER MATERIALS MADE AVAILABLE THROUGH THE SITE TO CREATE, SUPPORT, IMPROVE OR ENHANCE (DIRECTLY OR INDIRECTLY) OR OFFER A SUBSTANTIALLY SIMILAR PRODUCT OR SERVICE.
Term & Termination
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of this Agreement, or for any reason or not reason, we also terminate this Agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Site (or any part thereof) and/or terminate your license to use the products, agreements, and or documents that you’ve licensed. The provisions of the following sections shall survive expiration or termination of this Agreement: “Your Acknowledgements,” “The Site,” “Orders & Pricing,” “License Restrictions,” “Term & Termination,” “Confidentiality,” “Feedback License,” “Legal Matters,” “General.”(
Each party agrees that all business, technical and financial information, and any form of agreements or contracts it obtains from the other party is the confidential property of the disclosing party (“Proprietary Information”). Except as expressly allowed in this Agreement, the receiving party will hold in confidence, using no less than reasonable care, and not use or disclose any Proprietary Information of the disclosing party. The receiving party shall not be obligated with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without use of or access to such Proprietary Information. Each party agrees that the disclosing party would be irreparably injured by a breach of the foregoing obligations by the receiving party or its representatives and that the disclosing party will be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the foregoing. Such remedies will not be deemed to be the exclusive remedies of a breach of the foregoing, but will be in addition to all other remedies available at law or in equity.
If you provide any idea, recommendation or other suggestion regarding possible corrections, improvements or extensions related to any aspect of the Site or documents or agreements made available through the Site (collectively, “Feedback”) to us in any form or by any means (whether through the Services, or by direct communication (e.g., e-mail) with us or any of its officers, directors, employees, representatives, or agents), then you: (i) represent and warrant that the Feedback does not include your own or any third party's confidential or proprietary information or intellectual property rights; (ii) acknowledge and agree that Company is under no obligation of confidentiality, express or implied, with respect to the Feedback; and (ii) agree to grant and do hereby grant to us and our affiliates, licensees, successors and assigns a non-exclusive, transferable, perpetual, irrevocable, royalty-free, worldwide right and license to use, modify and make derivative works of the Feedback, in any manner and for any purpose, and to permit third parties to do the same.
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
Modifications to This Agreement
We reserve the right, in our sole discretion, to update, modify or replace this Agreement, in whole or in part, at any time; provided, however, that the updated, modified or new Agreement becomes effective: (i) immediately for a Free Trial, or upon renewal of your Subscription Period if you have a paid Account. We will notify you of any material change to this Agreement in advance of the effective date of any change, provided that price changes shall be managed as provided in the section entitled “Subscription Period and Subscription Fees” (above). Change notices may be communicated by postings at or through the geocode.earth web or by sending information regarding the changes to the email address you provided to us. You are responsible for periodically checking the geocode.earth website for changes. Continued access or use of the Services following any change to this Agreement constitutes your acceptance of those changes. This Agreement may not otherwise be amended, except by a written agreement executed by you and us
No Warranties. THE SITE, THE DOCUMENTS AND AGREEMENTS AND PRODUCTS MADE AVAILABLE THROUGH THE SITE, AND ALL OTHER DATA AND ELEMENTS PROVIDED THROUGH THE SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. CONTRACTPREP AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS DO NOT WARRANT THAT: (A) ANY INFORMATION OR CONTENT MADE AVAILABLE TO YOU WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SITE OR TRANSMISSION OF ORDERS WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
Limitation of Liability. IN NO EVENT SHALL CONTRACTPREP AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE CONCERNING ANY SUBJECT MATTER RELATED TO THE SITE, THE DOCUMENTS OR AGREEMENTS OR PRODUCTS MADE AVAILABLE THROUGH THE SITE, THE CONTENT OR OTHER ASPECTS OF THE SITE OR PRODUCTS AVAILABLE THROUGH THE STIE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS DIRECT CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, DATA, OR COST OF PROCURING SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF AMOUNTS YOU PAID FOR YOUR ORDERS IN THE ONE -MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE, OR US$50.00, WHICHEVER IS LESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limits. SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnification: You agree to indemnify, defend and hold ContractPrep and its owners, directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers, licensors, successors and assigns harmless from and against all claims, liabilities, losses, expenses, damages, fines, penalties, and costs and expenses, including but not limited to reasonable attorneys' fees and costs of expert witnesses arising out of your use of the Site website or any materials made available through ContractPrep, including but not limited to any third-party claims, arising out of your use of the Site or arising out ofor related to the documents and materials made available through the Site, including but not limited to: (i) a violation or breach of this Agreement by you, (ii) any activity related to access or use of the Site or documents or agreements made available to you through the Site, or (iii) use of your credit card information by payment processors.
Government Licensees: The Site and documents, agreements and materials made available through the Site are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to this Agreement and conditions herein, provided that if any part of this Agreement is invalid or unenforceable against you, as a government end user, because of applicable local, national, state or federal law, then that portion shall be deemed invalid or unenforceable, as the case may be, and instead construed in a manner most consistent with applicable governing law.
Covenants. YOU COVENANT AND AGREE THAT YOU SHALL NOT, AND SHALL NOT AUTHORIZE OR APPROVE ANY THIRD PARTY TO, ASSERT AGAINST CONTRACTPREP OR ITS LICENSORS OR THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGN, ANY CLAIMS THAT ANY MATERIALS ON THE SITE OR MADE AVAILABLE THROUGH THE SITE INFRINGE OR MISAPPROPRIATE YOUR RIGHTS OR THE RIGHTS OF ANY THIRD PARTY.
Your rights and obligations under this Agreement are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may subcontract, delegate, assign or otherwise transfer any or all of its rights and obligations hereunder without your consent and without notice to you. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided in this Agreement. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise of that right or power. No agency, partnership, joint venture, or employment relationship is created as a result of the Services or this Agreement, and neither party has any authority of any kind to bind the other in any respect. Unless otherwise provided in this Agreement, all notices under this Agreement will be in writing, in English and will be deemed to have been duly given: when received, if personally delivered or sent by certified or registered mail or express courier; or when receipt is electronically confirmed, if transmitted by e-mail, which shall constitute written notice. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for payments of money) on account of strikes, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, governmental action, labor conditions, or any other cause which is beyond the reasonable control of such party. The terms of any written ordering document or similar form from you will not apply, except to the extent that we have accepted the written ordering document expressly states that a provision of this Agreement is to be superseded and we have accepted that document in writing. If any provision of this Agreement is deemed by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws provisions thereof, and you and ContractPrep consent to the exclusive jurisdiction and venue of the California state courts in and for Santa Clara County, California for any action arising out of or related to this Agreement. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement. The parties agree that the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement, regardless of the states in which the parties are located, do business or are incorporated. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.
All rights not expressly granted herein are reserved.
If you have any questions regarding these TOS or your dealings with the Service, please contact us at firstname.lastname@example.org
February 12, 2018
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