Terms of Service

29.01.2024

These Terms and Conditions (the “Terms and Conditions”) apply to https://partnrup.ai/, https://app.lionize.ai/, https://app.partnrup.co/, https://www.gen.video/, https://www.bounty.co/, and https://backstage.gen.video/ (the “Sites”), which is owned and operated by Expo Communications, Inc. and its affiliates (collectively, “partnrUP”).

For Customers, certain portions of these Terms and Conditions become effective as of the date (the “Effective Date”) when you (“you” or “Customer”) enter into an Agreement with Expo Communications, Inc. (the “Company”) for the access and use of Company’s proprietary service which enables organizations to execute influence marketing campaigns. Each of Company and Customer may be referred to as a “Party” herein and together as the “Parties.” By entering into a Subscription Agreement with Company or by otherwise using the Services (as defined in Section 1), you are entering into a legally binding agreement with The Company. If you are using the Service on behalf of an organization, you represent that you have the right to bind such organization to these Terms and Conditions, the applicable Subscription Agreement(s) and all exhibits or other attachments thereto (collectively, the “Agreement”), and the terms “Customer” and “you” will refer to such organization. If you are an Influencer/Creator, you also may enter into an Agreement with the Company by executing an Application and Influencer Agreement.

1. DEFINITIONS

In this Agreement, the following terms shall have the following definitions:

Affiliate shall mean any entity directly or indirectly controlled by, controlling, or under common control with a Party, where “control” means direct or indirect possession of a majority of the voting stock or other voting ownership interests in the entity;

Customer Data shall mean all non-public data or information provided by Customer or its Users to Company in connection with the Services or this Agreement;

Subscription Agreement shall mean a Subscription Agreement signed by the Parties which details the Services to be rendered by Company to Customer. This Agreement shall govern any Subscription Agreement; 

Product shall mean Company’s software solution to aid in the execution of influence marketing campaigns, applications, equipment and/or any deliverables identified in a Subscription Agreement;

Subscription Period shall mean the time period during which Customer shall have access to and the right to use the Services, as set forth in the applicable Subscription Agreement; 

Service(s) shall mean access to the Product for the Subscription Period specified in the applicable Subscription Agreement. Services may also include any professional services ordered under a Subscription Agreement; and

User shall mean one of Customer’s employees, representatives, consultants, contractors or agents and other persons expressly permitted by Customer to use the Services who have been supplied User identifications by Customer (or by Company at Customer’s request).

2. SAAS SERVICES AND SUPPORT

2.1 In consideration for the payment of the Subscription Fees, Company hereby grants Customer a limited, non-transferable, non-sub-licensable (except to Customer’s Users) and non-exclusive license to access and use the Product through the Services solely for its internal business use and only during the Subscription Period.

2.2 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide the Services to Customer twenty-four (24) hours a day, seven (7) days a week. Customer agrees that from time to time the Services may be inaccessible or inoperable for various reasons, including (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which Company may undertake from time to time; or (c) causes beyond the reasonable control of Company, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively “Downtime”). Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice. Company shall operate the Services in a manner that provides reasonable information security for Customer Data, using commercially reasonable data backup, security, and recovery protections. Company will not use Customer Data other than as permitted in this Agreement.

2.3 During the Subscription Period, Customer will receive access credentials (“User IDs”) to a unique account (the “Account”) on the Company’s website (the “Website”), thereby allowing Customer access to the Product and Services through the Website using one computer at a time. By opening up an Account Customer agrees to receive communication from the Company regarding such Account, including email messages about Customer’s experience with the Services.

2.4 Customer agrees to fully and accurately provide information requested by the Company when setting up Customer’s Account and to regularly update such information. Customer’s failure to do so can result in the cancellation of Customer’s Account and loss of previously purchased and/or future Products and Services. Customer further agrees not to provide User IDs to anyone who is not Customer’s employee, and to ensure that all individuals permitted to use the User IDs are aware of and have agreed in writing to comply with the terms of this Agreement.

3. CUSTOMER’S OBLIGATIONS AND RESTRICTIONS

3.1 Customer shall not, directly or indirectly: (a) sell, lease, license or sublicense (other than as expressly set forth herein) the Services; (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (c) modify, change, alter, translate, or create derivative works from the Services or any software, documentation, or data included in the Services (except to the extent expressly permitted by Company or authorized within the Services); (d) use the Services or any software, documentation, or data related to the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (e) provide, disclose, divulge or make available to, or permit use of the Services by, any third party; (f) copy or reproduce all or any part of the Services (except as expressly provided for herein); (g) knowingly interfere, or attempt to interfere, with the Services in any way; (h) engage in any fraudulent, illegal or unauthorized use of the Services or use the Services any manner that is pornographic, sexually explicit, violent, harassing, offensive, deceptive, illegal, reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous; (i) knowingly introduce into or transmit through the Services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (j) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Services; or (k) engage in or allow any action involving the Services that is inconsistent with the terms and conditions of this Agreement.

3.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations. Customer agrees that: (a) all Customer Users, and, to the best of Customer’s knowledge all influencers engaged by customer through the Service, are at least 18 years of age; (b) Customer Users will not access or use the Services if located in a country embargoed by the U.S. or on the U.S. Treasury Department’s list of Specially Designated Nationals; (c) neither Customer nor its Users will imply or claim that they are affiliated with or endorsed by Company without Company’s express written permission Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Customer is solely responsible for all Customer Data provided by Customer, including for the accuracy, integrity and quality of Customer Data. Customer must secure all necessary and legally required informed consents, authorizations, approvals and permissions required by law, or any other policies applicable for Company to perform the Services. Customer shall not, and shall ensure that its Users do not upload or otherwise make available to Company any Customer Data that is unlawful, violates the intellectual property or other rights of any third parties, that Customer does not have a right to transmit due to any law, rule, regulation or other obligation; or contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Customer will not access the Services or its Account through automated means or by any means other than through the interfaces provided by Company and will not attempt to or actually override or sabotage Company’s security. Customer will not attempt or engage in any action that directly or indirectly interferes with or places an unreasonable load upon Company infrastructure.

3.3 Customer represents that they are at least 18 years of age and will not use the Services or the Website for any unlawful purposes or to conduct any unlawful acts, including fraud, embezzlement, money laundering or to impersonate another person.

3.4 Customer represents that they will not access the Services through automated fashions or use the Services if you are located in a country embargoed by the U.S. or are on the U.S. Treasury Department’s list of Specially Designated Nationals.

3.5 Customer will not imply or claim that you are affiliated with or endorsed by Company without our express written permission.

3.6 Customer will not access the Services or your account by any means other than through the interfaces provided by Company and you will not attempt to or actually override or sabotage our security. You will not attempt or engage in any action that directly or indirectly interferes with or places an unreasonable load upon Company infrastructure.

3.7 Customer agrees that Company will not be responsible for any loss or damage of any sort, directly or indirectly, incurred as a result of using or clicking any third-party links appearing on our Website.

3.8 Customer shall not use the Services in any manner that is: pornographic, sexually explicit, violent, reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.

3.9 Company reserves the right to establish, and revise from time to time, reasonable policies and procedures regarding its Services. Customer agrees to comply with such policies and procedures which have been communicated to Customer.

3.10 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer’s account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1 Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes the Customer Data. The Receiving Party agrees to take reasonable precautions to protect such Proprietary Information and not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Notwithstanding the foregoing, Company may disclose Proprietary Information of Customer to its agents, advisors and service providers who have a need to know such information and who agree to comply with these restrictions. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the termination or expiration of this Agreement or to any information that the Receiving Party can document (a) is or becomes generally available to the public other than through breach of this Section 4.1, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of or reference to any Proprietary Information of the Disclosing Party. Notwithstanding the foregoing, each Party may disclose Proprietary Information of the other Party as required to be disclosed by law.

4.2 As between Customer and Company, Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on, derived from, or the compilation of, the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Product and Services, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed by or for Company in connection with implementation or support of the Services, (c) any feedback, suggestions, or ideas provided by Customer regarding the Services (by way of example, Company may incorporate any such feedback, suggestion or idea into subsequent versions of the Services or into a new Company product offering without any obligation or compensation to Customer), and (d) all intellectual property rights related to any of the foregoing. This Agreement in no way conveys any right, title or interest in the Services or the Product other than a limited right to use the Services in accordance with the terms and conditions herein.

4.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (b) disclose such data solely in aggregate and anonymized or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

5. PAYMENT OF FEES

5.1 Customer will pay Company the then applicable fees described in the Subscription Agreement for the Services in accordance with the terms therein (the “Fees”).

5.2 Customer is required to pay all Fees in advance using a credit card or other form of payment approved by Company in its sole discretion. Customer agrees that Company or third-party payment service providers retained by Company may store and update Customer’s payment card information as Company deems necessary. Notwithstanding Section 5.5 below, Customer agrees that Company is authorized to charge Customer any Fees and any applicable Taxes levied in connection with Customer’s use of the Services using the payment method provided by Customer. Customer agrees to reimburse Company for all collection costs and interest for any overdue amounts.

5.3 Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at any time upon thirty (30) days prior notice to Customer (which may be sent by email).

5.4 If Customer believes it was charged any Fee in error, Customer may provide a written notice to Company requesting that the erroneous Fee be cancelled. When appropriate, Fee cancellations may be performed only up to a period of seven (7) days after the initial payment date, and only if the Service(s) associated with the erroneous Fee have not been used by Customer. Fee cancellation requests will be assessed by Company based upon a number of factors, including, without limitation, violations of this Agreement and improper use of the Services or the Website.

5.5 All payments to Company under this Agreement do not include, and the Customer shall be responsible for, all applicable sales, use, goods and services, value added or other taxes, levies, imposts, duties, fees, assessments or charges of whatever nature, including any interest, penalty, or addition thereto (collectively, “Taxes”) arising from this Agreement (excluding, however, taxes based on Company’s gross or net income). Customer shall pay all such Taxes when due and will, at its own expense, file all necessary tax returns and other documentation with respect to all such Taxes. When purchasing the Services, it is Customer’s responsibility to determine whether or not sales tax applies to a sale and to collect, report and remit the correct amounts to the appropriate tax authority. The Company will not be liable for any Taxes or other fees to be paid in accordance with or related to the Services. Any tools provided in connection with the Services indicating estimated Taxes due are for illustration purposes only. Company may be required to collect Value Added Tax of the European Union (“EU VAT”) from non-taxable EU customers, therefore, EU VAT will be charged to these customers on top of the Fees if applicable.

5.6 From time to time at its own discretion, Company may offer Customers an opportunity to purchase Services for a discounted price (the “Discounts”). Such Discounts may include an expiration date (the “Discount Expiration Date”). Discounts will not be redeemable after the Discount Expiration Date and Company will not offer a refund for any unused discounts after the Discount Expiration Date. All Fees paid in connection with any Discount are non-refundable unless charged erroneously.

5.7 From time to time at its own discretion, Company may offer account credit to reward or compensate Users for actions such as referring other Users to the Services (the “Account Credit”). Account Credits awarded for User referrals shall expire for lack of use after twelve (12) consecutive inactive months. An inactive month is a month without an invoice billing event. Account Credits are not redeemable after their stated expiration date and the Customer shall not be otherwise entitled to any refund or compensation for the failure to use or redeem any Account Credit.

5.8 Customer is responsible for maintaining complete and accurate billing and contact information with Company. Unless otherwise agreed by the parties, invoices shall be due within ten (10) days after date of invoice. If a duly agreed and invoiced fee or expense remains unpaid by Customer ten (10) days after a written reminder from Company, Company reserves the right without prejudice to any other right or remedy to suspend the Services until the payment is made and to charge interest from the due date at the lesser of the rate of one and one-half (1.5%) percent per month or the maximum permitted by law. 

6. TERM AND TERMINATION

6.1 The Agreement shall become effective on the Effective Date and shall continue in effect for the Subscription Period set forth in the applicable Subscription Agreement. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the applicable Subscription Agreement, and, unless otherwise specified in the applicable Subscription Agreement, shall be automatically renewed for additional periods of one month (collectively, the “Term”), unless either Party requests termination at least thirty (30) days prior to the end of the then-current term.

6.2 In addition to any other remedies it may have, either Party may also terminate this Agreement upon thirty (30) days’ notice, if the other Party materially breaches any of the terms or conditions of this Agreement and does not cure such breach during the notice period.

6.3 Company may suspend or terminate Customer’s rights to use the Services at any time at Company’s sole discretion, including, without limitation, for any use of the Website or Services in violation of this Agreement. You understand that any termination of Services may involve deletion of your Account, and the deletion of all information related thereto from our live databases.

6.4 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligation, ownership, warranty disclaimers, indemnification, and limitations of liability.

7. WARRANTIES; DISCLAIMER

7.1 Each Party warrants to the other that (a) it has the legal right to enter into this Agreement; and (b) it will comply with all applicable laws, regulations and other legal requirements applicable to its provision or use of the Services. Company warrants that the Services will be provided with reasonable skill and care.

7.2 COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THE APPLICABLE SUBSCRIPTION AGREEMENT, COMPANY DOES NOT WARRANT THAT ANY SERVICES WILL (A) MEET CUSTOMER’S REQUIREMENTS, (B) OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT EXPRESSLY SPECIFIED IN WRITING BY COMPANY, (C) MEET ANY PERFORMANCE LEVEL, RESOURCE UTILIZATION, RESPONSE TIME, OR SYSTEM OVERHEAD REQUIREMENTS, OR (D) OPERATE UNINTERRUPTED, FREE OF ERRORS, OR WITHOUT DELAY. COMPANY DOES NOT WARRANT THAT THE SERVICES AND WEBSITE WILL BE FREE OF ANY BUGS, VIRUSES, TROJAN HORSES THAT CAN BE TRANSMITTED TO OR THROUGH THE SERVICES OR WEBSITE BY ANY THIRD PARTY, AND WILL NOT BE HELD RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Each party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party and its directors, officers, employees, agents and providers (the “Indemnified Parties”) from and against any third party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) to the extent arising out of or related to the Indemnifying Party’s breach of this Agreement. The Indemnified Party reserves the right to assume the sole control of the defense and settlement of any Claim for which the Indemnifying Party is obliged to indemnify the Indemnified Party. The Indemnifying Party agrees to cooperate with the Indemnified Party with respect to such defense and settlement.

8.2 As conditions of the indemnification obligation in Section 8.1 above: (a) the applicable Indemnified Party will provide the Indemnifying Party with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove the Indemnifying’s indemnification obligations except to the extent it is prejudiced thereby), (b) the Indemnified Party will permit the Indemnifying Party to control the defense and settlement of such Claim (provided that the Indemnified Party may participate using counsel of its own choosing, at its own expense), and (c) the Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s evaluation, defense and settlement of such Claim. The Indemnifying Party shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld.

8.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OR DEATH OF A PERSON, NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY AMOUNTS THAT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

No actions, regardless of form, arising out of this Agreement may be brought by Customer more than two (2) years after the cause of action became known to Customer.

9. MISCELLANEOUS

9.1 Notices. Any notice required or permitted to be given to a Party hereunder shall be made in writing and shall be sufficiently given if personally delivered, sent by reputable overnight courier with established tracking capability, transmitted by e-mail, or sent by certified mail, return receipt requested, addressed to the signatory of this Agreement for the Party required or entitled to receive such notice at the address for such Party set forth in the applicable Subscription Agreement, or to such other person or at such other address as the Party may specify by written notice to the other Party in accordance with this sentence. Notices sent in accordance with the immediately preceding sentence shall be deemed to have been given or made on the earlier of (a) the date of actual receipt, as demonstrated by the tracking records of the applicable delivery or courier service or by the certified mail return receipt, (b) on the second business day after they are sent by courier service, (c) when receipt is electronically confirmed, or (d) on the fifth business day after they are sent by certified mail, return receipt requested.

9.2 Publicity. During the term of this Agreement, Customer grants Company the right (a) to use Customer’s logo and name on the Website and/or customer lists; and (b) only with Customer’s prior written approval, to issue a press release announcing the Customer relationship.

9.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral understandings, agreements and communications between them with respect to such subject matter.

9.4 Assignment. Neither Party may transfer or assign its rights or obligations under this Agreement or this Agreement without the prior written consent of the other Party; provided, each Party may transfer or assign this Agreement without consent to any Affiliate or in connection with the sale of all or substantially all of its business, stock or assets. Any attempted assignment or transfer by a Party in violation of this Section 9.4 shall be void. This Agreement shall be binding upon, and inure to the benefit of, Company and Customer and their respective legal representatives, successors and permitted assigns.

9.5 Amendment; Non-Waiver. This Agreement may not be modified, amended, rescinded, canceled or waived, in whole or part, except by a written instrument signed by both Parties. The failure or delay of a Party to enforce or require performance of any provision of this Agreement shall not in any manner affect that Party’s right to later enforce or require performance of such provision or be construed to be a waiver thereof. A waiver by either of the Parties hereto of any provision of this Agreement shall not be construed to be a waiver of any succeeding breach thereof or of any other provision contained herein.

9.6 Force Majeure. Company shall not be liable for, and shall be excused from, any failure of or delay in performance directly or indirectly caused by events and factors beyond Company’s reasonable control, including, without limitation, (a) acts of, defaults of or delays by Customer, its employees, consultants, subcontractors, business partners, trading partners, service providers or agents, (b) causes beyond the control of Company, including, without limitation, acts of God, fire, floods, epidemics, quarantine restrictions, strikes, civil commotions, embargoes, or any unusually severe weather conditions.

9.7 Costs and Attorney’s Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.     

9.8 Choice of Law; Dispute Resolution. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of New York without regard to its principles of conflicts of laws. Any disputes arising out of or relating to the Services or this Agreement (including the validity and scope of the Agreement to arbitrate) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA. The arbitration shall be held in New York, New York unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both parties. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues. At Company’s option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”). Any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis, and no claims of other parties may be consolidated with Customer’s claims in the arbitration without both Customer’s and Company’s consent. Each party waives its rights to have its case decided by a jury. If any part of this clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, then this entire section shall be deemed invalid and the arbitration clause shall be void. Customer acknowledges that its breach of any intellectual property or confidentiality provisions herein (including any limitations or restrictions on use of the Service) will cause substantial harm to Company that could not be remedied by payment of damages alone. Accordingly, Company will be entitled to seek preliminary, temporary and permanent injunctive relief, and other equitable relief, for any such breach, without any requirement to post bond, in any court of competent jurisdiction.

9.9 No Solicitation. Customer shall not, during the Subscription Period and continuing for a period of one (1) year following termination of this Agreement, either directly or indirectly solicit the employment nor hire any (a) current employee of Company; or (b) any person who was an employee of Company within the immediately preceding twelve (12) month period. 

9.10 Independent Contractors. The relationship of Company and Customer hereunder at all times shall be solely that of independent contractors with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a relationship of partnership, joint venture or employment between the Parties.  

9.11 Severability. If any provision of this Agreement is determined to be invalid, illegal or otherwise unenforceable, then such provision will instead be construed to give effect to its intent to the maximum extent possible, and the validity, legality and enforceability of the other provisions of this Agreement shall not be affected thereby. If after application of the immediately preceding sentence any provision of this Agreement is determined to be invalid, illegal or unenforceable, such provision shall be severed, and after any such severance, all other provisions hereof shall remain in full force and effect.

9.12 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither Party has authority of any kind to bind the other Party in any respect whatsoever.

9.13 Hosting Providers. Customer acknowledges that the Services are hosted by a third party hosting provider (the “Hosting Contractor”). Company may change its Hosting Contractor at any time. Customer’s use of the Services is subject to any applicable restrictions imposed by the Hosting Contractor. Notwithstanding any other provision of this Agreement, Company shall not be liable for any problems, failures, defects or errors with the Services to the extent caused by the Hosting Contractor. Customer acknowledges that the fees payable for the Services reflect the fact that Company is not responsible for the acts and omissions of the Hosting Contractor.