Terms and Conditions
Last Modified: May 27, 2020
THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE (SECTION 19) AND CLASS ACTION WAIVER (SECTION 20) TO RESOLVE ANY DISPUTE RELATED TO THE SITE OR SERVICE PROVIDED BY AdZero.
Please read the following carefully. This document is a legal agreement between AdZero and you (“you”, “your”, or the “End User” which expressions shall include any authorized users unless the context indicates otherwise). Your access to the Service is subject to all the terms, conditions, limitations and waivers below. You acknowledge and agree that by downloading, installing, and/or accessing any part of the Service, you will be unconditionally bound by all the terms and conditions in this Agreement. If you do not agree to this Agreement, then you have no right to access, participate in, or use the Service or related services.
The stated purpose of this Agreement is to provide for a revocable, non-exclusive, limited license (in accordance with Section 4), to End User, for the duration of this agreement, to allow End User to download, install, and access AdZero’s proprietary technology onto End User’s website browser, provided End User first agrees to all the terms and conditions in this Agreement, and such usage is at all times in accordance with this Agreement. The Service provided by AdZero helps block advertisements and tracking technologies while End User browses websites with the AdZero software extension installed.
NOW, therefore, for good and adequate consideration, the receipt of which is acknowledged, the parties agree as follows:
1. LEGAL AGREEMENT
1.2. By accepting or agreeing to this Agreement, including by using the Service, on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “End User”, “You” and “Your” will refer and apply to that company or other legal entity
2.1. “Ad Blocker” or “Ad Blocking Software” means a program, plug-in or extension that prevents advertisements from displaying on websites in a user’s browser.
2.2. “Site” means the website owned and operated by AdZero and located athttps://www.adzero.org/.
2.3. “Fees” means payments made in U.S. dollars by End User to AdZero in accordance with Section 8 for being a customer of the Service.
2.4. “Intellectual Property” means copyrights, trademarks, trade dress, trade secrets, database rights, rights of confidentiality, and patents.
2.5. “Marks” means a party’s trademarks, service marks, logos and trade dress.
2.6. “Service” means AdZero’s Ad Blocking Software, and any modifications or updates.
3. USING OUR SERVICES
3.1. AGE REQUIREMENT: YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT (ARE AT LEAST 18 YEARS OLD) AND ARE NOT A PERSON BARRED FROM RECEIVING SERVICES UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR OTHER APPLICABLE JURISDICTION. IF YOU ARE UNDER THE AGE OF 18 YEARS OLD OR DO NOT AGREE TO THIS AGREEMENT, YOU ARE PROHIBITED FROM USING THE SERVICES.
3.2. Upon completion of a registration application by you to use the Service, you represent and warrant that you have read, and that you understand and agree to be bound by the terms of this Agreement, as modified by AdZero from time to time and posted at the AdZero Site. If you do not agree to this Agreement, then you have no right to download, install, or access the Service, the Site, or any part thereof.
3.3. After completion of a registration application by you, AdZero will evaluate your registration application and either approve or deny your application to be a customer of the Service. AdZero may in its sole discretion elect to approve or deny a registration application and participation in the Service.
3.4. After completion of a registration application by you and AdZero’s approval of acceptance of your registration application, a contract in accordance with the terms of this Agreement will be deemed to have been formed.
3.5. Once approved, AdZero will provide you with the Ad Blocking Software to be installed on your browser in order to use our Services.
3.6. By submitting your name and/or email address during any part of the registration application process on our Site, you hereby agree that you are giving your consent to receiving emails from AdZero at the email address you provide to us. To stop receiving emails from AdZero, you may click the unsubscribe link in any AdZero emails at any time, or contact our support team at firstname.lastname@example.org.
3.7. AdZero reserves the right in its sole discretion to cancel your account, the provision of any service in connection with the Service, and/or to refuse you access to the Service, without notice to you.
4. LICENSE AND INTELLECTUAL PROPERTY
4.1. End User acknowledges and agrees AdZero and/or its licensors own all Intellectual Property in connection with the Site and Service, except for uBlock software described in section 4.4 below. Except as expressly stated herein, this Agreement does not grant End User any Intellectual Property rights or licenses in or to the Site or Service.
4.2. Subject to the terms, limitations and conditions herein, AdZero grants to End User a non-exclusive, limited, license during the Term to download, install, and access AdZero’s Ad Blocking Software. All rights granted by AdZero to End User shall expire upon termination of this Agreement.
4.3. AdZero will retain all right, title and interest in and to the Service, the AdZero Site, and all data generated by AdZero, including without limitation, data generated by its click tracking system and other performance measurement applications, and all associated Intellectual Property and proprietary rights worldwide including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers and information, algorithms, taxonomies, trade secrets and other intellectual property rights therein, except for uBlock software described in section 4.4 below. Except as expressly stated herein, this Agreement does not grant End User any rights to, or in, copyrights, database rights, trademarks, trade names, trade secrets (registered or unregistered), or any other rights or licenses in respect to the Service or the Site.
4.4. The Site and Service access uBlock software which is free software provided under GNU General Public License (GPL) v3.0. The uBlock software is distributed WITHOUT ANY WARRANTY, without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. Your license to use, distribute and modify the uBlock software is governed by the GPL 3.0 as set forth at https://github.com/gorhill/uBlock/blob/master/LICENSE.txt. The uBlock software source code may be downloaded from https://github.com/gorhill/uBlock.
4.5. AdZero is a Trademark of AdZero.
4.6. In no event shall AdZero, its employees, agents or sub-contractors be liable to End User for any alleged Intellectual Property infringement (i) based on a modification of the Service or Site by anyone other than AdZero; (ii) if End User has been notified of the alleged or actual infringement by AdZero or any appropriate authority, and End User continued to use the Service after such notice was given; or (iii) if End User uses the Service or Site, or any portion thereof, in way that is contrary to the instructions provided by AdZero, whether by email or on the Site. The foregoing constitutes Und User’s sole and exclusive remedy and AdZero’s sole liability in the event of any claim regarding infringement of any Intellectual Property.
5. LIMITATIONS ON LICENSE
The license granted above is conditioned upon End User’s, observance of the following restrictions: (i) except as expressly permitted herein, End User will not display, use, reproduce, cache, store, distribute, make derivative works of, modify, sell, resell, rent, license, sublicense, transfer, assign or redistribute in any way any materials in connection with the Site or Service, except in accordance with the terms of this Agreement; (ii) End User will not display, sublicense or syndicate the Service on or to any third party or website; and (iii) AdZero reserves the right, in its sole discretion, to modify, discontinue or terminate this Agreement or the Service, in whole or in part, at any time.
Your subscription to download, install, and access the Service, may begin with a free trial, and then subsequently continue on a month to month basis, or from year to year, depending on the subscription plan you selected on the sign-up form on the Site. After the trial period, AdZero will automatically bill your specified payment method you selected on the sign-up form on the Site (“Payment Method”). At all times during this Agreement, you shall provide AdZero with a current, updated, valid, and accepted Payment Method. In order to cancel the Service, you must cancel your subscription on the Site in your account settings prior to when your subscription term renews. If you are on a month to month term, AdZero will charge your Payment Method monthly. If you are on a year to year term, AdZero will charge your Payment Method once annually. Additional or differing subscription terms will be disclosed to you on the sign-up webpage on our Site. You can find additional details regarding your subscription details in your account on the Site.
7.1. AdZero reserves the right, in its absolute sole discretion, to offer free trials to new customers. AdZero reserves the right to deny, terminate, or alter the terms of any free trial at any time in its sole discretion and without notice to you. The duration of the free trial will be the number of days specified on the sign-up page of the Site commencing from the date the Service is downloaded and free trial activated. At the end of the free trial, AdZero will begin charging you the monthly or yearly subscription fees to your Payment Method, unless you cancel the subscription prior to the end date of your free trial. To view the end date of your free trial, your subscription plan details, and other specific details, please access and review your account on the Site.
7.2. TO CANCEL THE TRIAL OR TO PREVENT AUTOMATIC RENEWAL OF AN ADDITIONAL SUBSCRIPTION TERM, YOU MUST FOLLOW THE CANCELLATION INSTRUCTIONS IN YOUR ACCOUNT ON THE SITE. YOU WILL NOT RECEIVE NOTICE FROM AdZero THAT YOUR FREE TRIAL IS ENDING OR THAT YOUR PAYMENT METHOD WILL BE CHARGED. YOU WILL CONTINUE TO BE BILLED BASED ON YOUR SUBSCRITION PLAN TERM, UNTIL YOU CANCEL.
8.1. By downloading, installing, or accessing the Service, and providing AdZero with a Payment Method, you agree AdZero may charge your Payment Method on a recurring monthly basis or yearly basis, depending on the subscription term you chose on the Site’s sign-up form, until you cancel the Service. If you cancel the Service you will be charged through the end of the month if you are on a monthly subscription plan or year if you are on a yearly subscription plan. To prevent automatic renewal of your subscription term, you must cancel before the subscription term renews. If AdZero determines your Payment Method is fraudulent, AdZero reserves the right to pursue civil and criminal claims against you, including, but not limited to working with law enforcement and sharing any and all data you have provided to AdZero. Nothing contained in this Section 8, shall limit any rights or remedies available to AdZero, and AdZero reserves all rights and remedies it may have whether in law or in equity. End User shall be obligated to pay all collection costs imposed on AdZero for any payments owed to AdZero and not received by AdZero within two (2) days after AdZero last attempted to charge your Payment Method.
8.2. AdZero reserves the right to change the price of the Service (your subscription fees), at any time in its sole and absolute discretion. If we change the price of the Service, the new price will take effect after email notice to you and will be billed on your next subscription term billing cycle.
8.3. ALL SALES ARE FINAL AND NON-REFUNDABLE. You agree and acknowledge that AdZero shall not be liable to you, and shall not be obligated to refund any payments made to AdZero in the event (1) AdZero terminates this Agreement with or without cause, (2) initiates or is subject to bankruptcy proceedings, and/or (3) AdZero is dissolved. AdZero does not guarantee services on the month-to-month or year-to-year subscription plans will be available and provided throughout the remainder of the month or year of your current subscription plan.
9.1.You may cancel your subscription at any time, with or without cause, by accessing your account on the Site and following the cancellation instructions. If you are not in a free trial period, you will be billed through the end of your current billing period.AdZero SHALL NOT BE OBLIGATED TO CREDIT OR REFUND ANY UNUSED PORTION OF THE BILLING PERIOD.
9.2. Your Payment Method can be edited at any time by visiting your account on the Site. You shall remain fully liable for any payments AdZero is unable to collect from your Payment Method, whether due to third party errors, insufficient funds, expiration of Payment Method, or otherwise. AdZero will continue billing your Payment Method, as it may be updated, for any previously uncollected amounts. AdZero shall not be liable for any foreign transaction fees or other charges imposed by third party entities as a result of your chosen Payment Method.
10. AdZero ACCOUNT
10.1. As a condition to accessing and using the Service, you will be required to create an account (“Account”) on the Site by following the instructions as provided on the Site. AdZero shall have the right to deny, approve, or terminate any entity or person wishing to be sign up for the Services and/or any Accounts at any time in its sole discretion with or without cause. You shall provide AdZero with accurate, complete, and updated registration and payment information. AdZero reserves the right to suspend, deny and/or revoke access to the Site, Service, and/or Account at its discretion if your activities are reasonably deemed a threat to the integrity of the Site, Service, or other customers.
10.2. Any passwords used for this Site are for individual use only. You will be responsible for the security of your password(s). From time to time, AdZero may require that you change your password. You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or Accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation any system security, AdZero reserves the right to release your Account details to system administrators at other websites and/or the authorities in order to assist them in resolving security incidents. AdZero reserves the right to investigate suspected violations of these Terms and Conditions and to fully cooperate with any law enforcement authorities or court order requesting or direction AdZero to disclose the identity of anyone publishing or otherwise making available any materials that are believed to violate these Terms and Conditions.
10.3. BY ACCEPTING THIS AGREEMENT, YOU WAIVE ALL RIGHTS AND AGREE TO HOLD COMPANY HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.
10.4. Account access is provided on a password-protected basis. End User will be solely responsible for keeping its Account password confidential and for all use of its password and Account, including any unauthorized use. If you become aware of any unauthorized use of your Account, you must notify us immediately by writing toinfo@AdZero.org. AdZero will not be liable for any loss or damage arising from the unauthorized access to or use of your Account. Upon termination of this Agreement for any reason, AdZero may disable and/or delete your Account.
11. SERVICE MODIFICATIONS BY AdZero
The Service, or any part thereof may be modified, suspended, or terminated by AdZero at any time in its sole discretion and without notice.
12. END USER REPRESENTATIONS AND WARRANTIES
12.1. End User represents and warrants it has the full right and authority to enter into this Agreement and to perform the acts and obligations required of it hereunder.
12.2. End User represents and warrants that execution of this Agreement and performance of its obligations hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and it will comply with all applicable laws, rules and regulations (including, without limitation, privacy and data control laws).
12.3. End User represents and warrants that the information provided to AdZero in any registration application, forms and otherwise is accurate, complete, and does not contain any untruthful statements.
12.4. End User represents and warrants that it will fully comply with Sections 14 and 15.3 in this Agreement.
End User shall not use the Service, any services of the Service, the Site, or any part thereof, or any ad blocking technology learned from the relationship covered in this Agreement to build (i) a service that competes with the Service; (ii) assist any other person or company to compete with the Service; or (iii) in any other way compete with the AdZero Service.
14.3. Data Communications Security. You acknowledge and agree email communications are generally not an encrypted form of communication, and AdZero shall not be responsible for any interception of Data by third parties, that is sent to AdZero by way of email or other form of unencrypted electronic communication.
14.4. Prohibited Data. In no event shall you send AdZero any data that is generally considered highly sensitive or falls under the “special categories of personal data” under the GDPR. This includes, but is not limited to, personal data revealing racial or ethnic origin, religious beliefs, genetic data, data concerning a person’s health, a person’s sexual orientation, trade union membership, or biometric data.
You agree to indemnify and hold AdZero and its officers, directors, agents, affiliates, licensors and employees harmless from and against any and all claims, actions, liabilities, losses, expenses, damages, and costs, whether based on active negligence, passive negligence or gross negligence (including without limitation all attorneys’ fees and costs of every kind, including expert fees and not limited to statutory costs), arising out of (1) your use of the Service, (2) your breach of any term, warranty, representation or covenant in this Agreement, or (3) any claims by any third party in connection with this Agreement. End User’s obligation to indemnify AdZero is conditioned upon AdZero providing prompt notification of any and all such claims, unless the failure to notify does not materially and adversely affect the defense. AdZero will reasonably cooperate with End User in the defense and/or settlement thereof, at End User’s expense. AdZero may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim at the AdZero’s sole cost and expense. End User party shall not settle any third party claim in a manner detrimental to AdZero without the written consent of AdZero, not to be unreasonably withheld or delayed.
16.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AdZero HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), WITH RESPECT TO THE PROVISION OF THE SERVICES PROVIDED TO END USER HEREIN. ABSENT ANY PROVISION TO THE CONTARY HEREIN, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, END USER ACKNOWLEDGES THAT ALL SERVICES PROVIDED BY AdZero HEREIN AND THE SITE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND.
16.2. AdZero is not responsible if the Service, Site, or related services provided by AdZero is inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which AdZero may undertake from time to time; or (iii) other causes beyond the control of AdZero, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures.
16.3. AdZero does not warrant that the Services will block all advertisements or prevent all advertising tracking technologies from tracking your movements across the web while using the Services.
17. LIMITATION OF LIABILITY
17.1. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL AdZero OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE SERVICE, SITE, OR ANY OTHER INTERACTIONS WITH AdZero, EVEN IF AdZero OR AN AdZero AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, AdZero’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
17.2. TOTAL LIABILITY. ANY LIABILITY OF AdZero, ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, CONSULTANTS OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY OF MERCHANDISE OR INFORMATION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF AdZero’S RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL NOT EXCEED AGGREGATE DAMAGES IN EXCESS OF THE FEES ALREADY PAID BY YOU TO AdZero IN THE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION FIRST AROSE.
17.3. REASONABLE ALLOCATION OF RISKS. YOU ACKNOWLEDGE AND AGREE THAT (A) THE REMEDIES, EXCLUSIONS, LIMITATIONS OF LIABILITY, AND LIMITATION OF DAMAGES HEREIN, REFLECT A REASONBLE ALLOCATION OF RISKS; (B) THAT YOU AND AdZero WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE EXCLUSIONS, LIMITATIONS OF LIABILITY, AND ALL OTHER TERMS IN THIS AGREEMENT. YOU ACKOWLEDGE THAT THE TERMS CONTAINED IN THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS BETWEEN YOU AND AdZero.
18. ASSIGNMENT: CHANGE OF CONTROL
18.1. End User shall not assign any of its rights or obligations under this Agreement, in whole or in part, without AdZero’s written consent.
18.2. AdZero may at any time assign, in whole or in part, its rights or obligations under this Agreement without the consent of and without prior notification of End User.
19.1. Any dispute arising out of or related to this Agreement shall be resolved by arbitration before a single arbitrator. Arbitration shall be conducted in accordance with California Code of Civil Procedure section 1280 et. seq. All arbitration-related hearings shall be conducted in Los Angeles, CA before ADR Services, Inc.. The arbitrator shall be from the Southern California area and the arbitrator will be selected by the mutual agreement of the parties. If the parties cannot agree on a single arbitrator, then the arbitrator shall be selected in accordance with the then in effect rules of ADR Services, Inc. Once selected, the Arbitrator shall be empowered to hear and resolve any and all issues related to, arising from, based upon or in any way related to the dispute, whether based in law or equity. The Arbitrator shall issue rulings, decisions, orders, judgments and permanent injunctions as applicable and appropriate. The prevailing party in said arbitration shall be awarded, Attorney’s fees and costs as well of the costs of the arbitrator. If a party is files a motion or petition to compel arbitration, then the prevailing party in said motion or petition shall be awarded interim attorney’s fees and costs related to the motion or petition.
19.2. A Party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that We do not have a physical address on file for You, by electronic mail ("Notice"). AdZero’s address for Notice is: AdZero, Attention: Legal, 15445 Ventura Blvd. #318, Sherman Oaks, CA 91403. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if We do not reach an agreement to do so within 30 days after the Notice is received, You or AdZero may commence an arbitration proceeding.
19.3. You specifically agree that any claim or cause of action You may have arising out of this Agreement will be brought only in Your individual capacity. You agree and acknowledge that You will not be a Party, class member, or representative of any class action proceedings against Us. Also, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
19.4 ANY CLAIM OR CAUSE OF ACTION RELATING TO OR PERTAINING TO THIS AGREEMENT MUST BE ARBITRATED AS SET OUT IN THIS SECTION 19 WITHIN ONE (1) YEAR OF THE OCCURRENCE GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. THIS TIME LIMITATION APPLIES TO ALL TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. ALL CLAIMS OR CAUSES OF ACTION NOT INITIATED WITHIN THE TIME RESTRICTION AS SET FORTH IN THIS SECTION 19.4 ARE PERMANENTLY BARRED.
20. GOVERNING LAW: VENUE
This Agreement will be governed by and construed in accordance with the laws of the State of California, notwithstanding the actual state or country of residence or incorporation of the parties. Arbitration hearings shall be held solely in Los Angeles, California for all actions arising out of or related to this Agreement.YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND AdZero ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
Any notice or other communication to be given hereunder will be in writing and will be (as elected by the party giving such notice): (i) personally delivered; or (ii) sent by prepaid overnight delivery services such as FedEx or USPS Express Mail, with delivery confirmation and/or return receipt; a courtesy copy shall also be send by email. Unless otherwise provided herein, all notices will be deemed to have been duly given on the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally. Either party may change its address for purposes hereof on not less than three (3) business days prior notice to the other party.
23. FORCE MAJEURE
Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages and governmental restrictions.
24. SEVERABILITY AND WAIVER
24.1. In the event that any of the provisions of this Agreement are held by to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect.
24.2. Failure of either Party to require strict performance by the other party of any provision shall not affect the Party's right to require strict performance thereafter. Waiver by either Party of a breach of any provision shall not waive either the provision itself or any subsequent breach.
25. ENTIRE AGREEMENT
This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and terminating all previous communications, representations or Agreements, whether written or oral between the parties relating to the services provided hereunder.
26. INDEPENDENT CONTRACTORS
The parties are independent contractors and not co-venturers. Neither party shall be deemed to be an employee, agent, or legal representative of the other party hereto for any purpose and neither party hereto shall have any right, power or authority to create any obligation or responsibility on behalf of the other party hereto nor shall this be deemed an exclusive or fiduciary relationship. This Agreement will not be construed to create or imply any partnership, agency or joint venture.