Rallybound Terms and Conditions

  1. PREAMBLE. These General Terms and Conditions set forth the agreement with respect to the Services described in each Services Order Form executed by and between PFR, LLC (d/b/a and hereinafter, "Rallybound"), having a principal place of business at 111 Penn St. Suite 201, El Segundo, CA 90254 and the organization identified on the Services Order Form (hereafter, the "Organization" or "Client"). Rallybound and the Client shall each be referred to as a "Party" and collectively as the "Parties". These General Terms and Conditions, together with the applicable Services Order Forms (and all attachments, schedules and exhibits thereto) executed by and between the Parties, constitute one binding agreement between the Parties (the "Agreement").
  2. TERM OF AGREEMENT. The initial term of this Agreement shall be for the time period set forth in the Services Order Form (the "Initial Term") and shall commence upon the later date of execution by either Party set forth in the Services Order Form (the "Effective Date"). Either Party may terminate this Agreement effective at the end of the Initial Term by giving the other Party at least sixty (60) days written notice prior to the expiration of the Initial Term or any Renewal Term. In the absence of such notice, this Agreement shall be automatically renewed and continue for consecutive periods of one (1) year (each a "Renewal Term") unless and until the Renewal Term is terminated in accordance with the notice provisions found in this Section 2. Client acknowledges and agrees that, no later than thirty (30) days following commencement of the applicable Renewal Term, Client shall pay to Rallybound the Annual Fee (as defined in the applicable Service Order). The Initial Term together with each Renewal Term shall together be defined as the "Term".
  3. SCOPE OF SERVICES. Client hereby agrees and acknowledges that the Services provided to it by Rallybound pursuant to this Agreement are limited to the provision of access to the Platform, Customer Support and technical support (including integration with other software and databases used by Client, data conversion, etc.). Client hereby acknowledges that, notwithstanding anything to the contrary, Rallybound itself is not being engaged to nor will it provide fundraising counsel or any other direct or indirect fundraising services to Client or to manage Client's fundraising activities, campaigns or events; and that any such fundraising counsel or management of any such activities, campaigns or events will be done by Client or by other parties engaged by Client for that purpose.
  4. FEES AND PRICING. Client agrees to pay each of the applicable fees described in the applicable Services Order Form. Rallybound will not charge additional fees for fixing errors and bugs in the Rallybound software platform (hereafter, the "Platform") if such error or bug falls into one of the following two categories: (i) a hard error is displayed to the end-user (e.g., an application error), or (ii) obviously invalid processing occurs (i.e., mathematical errors). Client shall be responsible for reconciliation services, including all charge backs (credit card adjustments due to Transaction cancellation) and associated chargeback fees of any kind whatsoever against any and all merchant accounts established by Rallybound for the purpose of consummating Transactions conducted on behalf of Client through Rallybound’s software. Any assistance provided to Client by Rallybound related to reconciliation services shall be billed at Rallybound’s then current hourly rates.
  5. PAYMENT TERMS AND TAXES. Unless otherwise expressly provided in this Agreement, billing for all services provided by Rallybound (collectively the "Services") shall commence upon the Effective Date. All fees and expenses due to Rallybound shall be paid to Rallybound in U.S. currency. All fees and expenses that are stipulated in the Services Order Form to be immediately due and payable shall be paid to Rallybound upon Client’s execution of the Services Order Form; all other fees and expenses owing to Rallybound are due and payable within fifteen (15) days of Client’s receipt of invoice. Unless otherwise expressly provided herein, all fees and expenses are non-refundable regardless of any termination of this Agreement by Client or Rallybound. All invoices shall be deemed final and binding unless Client notifies Rallybound, in writing, of any alleged discrepancies no later than thirty (30) days from the date of such invoice. Client hereby pledges any funds received by Client as a result of Transactions as security for any fees or charges owed by Client to Rallybound, and hereby authorizes Rallybound and its agents to deduct any fees and expenses due and owing to Rallybound by Client from amounts received by Client as a result of Transactions. If the amounts due to Client are insufficient to cover the compensation due Rallybound hereunder, Rallybound will invoice Client for the remainder. Client shall continue to pay the then-current Transaction Fees and credit card, PayPal and ACH Processing Fees in effect at the expiration of the Term of this Agreement on all revenues received from Transactions, notwithstanding the termination of this Agreement. Overdue amounts shall be subject to a late payment charge equal to 1.5% of the overdue amount owed or the maximum amount allowed by law, whichever is less. The late payment charge shall accrue and accumulate each month until paid in full. All sales taxes, fees, charges, duties, levies and similar governmental charges imposed on Transactions charged under this Agreement shall be borne solely by Client and deemed to be in addition to the fees charged in connection with this Agreement. Client acknowledges and agrees that it shall be responsible for all overage charges (the "Overage Charges") incurred as a result of its use of the Services in excess of the account usage allowances that may be specified in the Services Order Form.
  6. CLIENT END-USERS. Client is solely and fully responsible for and to each of its end-users (each, a "Client User" and collectively the "Client Users") that accesses the Platform. Unless Client agrees to Rallybound’s Client User support package (details of which are provided upon request), Rallybound has no obligation to provide support to the Client Users. In no event shall Rallybound be held responsible for or to the Client Users. In no event will Rallybound be required to mediate or otherwise assist with any dispute or controversy arising between Client and any Client User. Rallybound has no contractual relationship with the Client Users (excepting any end user terms posted by Rallybound on the Platform ["Rallybound Policies"]). Rallybound will hold Client responsible and Client shall defend and hold Rallybound harmless from and against any of Client’s (or its Client Users’) violations of law or any Rallybound Policies.
  7. PROPRIETARY INFORMATION. As used in this Agreement, "Transactions" means all online financial transactions conducted on Client's behalf through the use of Rallybound’s software; "Data" shall refer to activity reports, lists of Transactions or Records (as defined herein) or other information generated by Client using Rallybound’s software; a "Record" shall mean any constituent record that is added to the Rallybound database (it being understood that a Record can be associated with multiple end-user roles in the Rallybound database and that a Record may be associated with more than one Rallybound client); "Input File" shall refer to Client's contact list(s), prepared and submitted to Rallybound by Client for use in connection with Rallybound’s software in a format which complies with specifications provided by Rallybound; "Information" shall refer to any data (including PIN Data) not owned by Client which is provided or otherwise made available by Rallybound to Client in the performance of this Agreement, whether proprietary to Rallybound or owned by third Parties. Rallybound hereby acknowledges that all Transactions, Data, Input Files, and Records as defined above are the property of Client, and Rallybound’s use of any such information shall be limited to the performance of this Agreement and the provision of the services set forth in the Services Order Form and any amendments thereto. Client hereby acknowledges that (a) it has no claim of right title or interest in any Information as defined above (including PIN Data); and (b) that any such Information may not be used for any purpose by Client except as specifically permitted in the Services Order Form and this Agreement.
  8. INTELLECTUAL PROPERTY RIGHTS. In the event Client provides Rallybound with any type of documentation, content, or other information, regardless of the format ("Client Documentation"), for use on the Client's website or for any other purpose, Rallybound claims no right, title, or interest in, any such Client; Documentation in the format and form in which the Client Documentation was delivered. Client acknowledges that Rallybound owns all right, title, and interest in and to any products, services, tools, know-how, processes, documentation and software used or created by Rallybound in connection with this Agreement. This Agreement shall not limit any rights that the Parties may have under trade secret, copyright, patent or other laws that may be available. Notwithstanding anything to the contrary, any information you provide to Rallybound, including, without limitation, any ideas, remarks, prototypes, suggestions, or recommendations (hereafter, "Information") for improvement of the Service and/or Platform shall immediately become the exclusive property of Rallybound. Rallybound shall be entitled to use the Information in any way whatsoever without restriction or compensation to Client or any third party. For the avoidance of doubt, under no circumstance shall any dissemination of Information to Rallybound be subject to any obligation of confidentiality or expectation of compensation of any kind. By providing Rallybound with any Information you are waiving any rights you may have in or to such Information.
  9. CONFIDENTIALITY. During the Term of this Agreement and for three (3) years after termination, each Party agrees not to disclose any Confidential Information (as hereinafter defined) obtained from the other Party to any other person or entity. As used herein, "Confidential Information" means information that is Identified (orally or in writing) as confidential or of such a nature that a reasonable person would understand such information to be confidential. Confidential Information shall not include information (i) generally known to the public, (ii) already known, through legal means, to the Party receiving the information or (iii) legally obtained from a third party. Client shall not disclose the financial terms of this Agreement, including Rallybound’s fees, without Rallybound's prior written consent or as may be required by law. Notwithstanding anything to the contrary found herein, at no time during the Term of this Agreement nor thereafter will Rallybound disclose the identities and other biographical information of Client Users unless (i) required to do so by law, court order or similar requirement, (ii) instructed to do so by Client or (iii) such Client User has independently engaged with other Rallybound clients(s) (in which case such information can be shared with all such Rallybound clients). Rallybound will not sell, give, or make available any address (whether email or physical) acquired by Client through Rallybound’s software to any third party without the prior written consent of Client; provided that Rallybound may send email and other communications to any party who interacts with Client using Rallybound’s software if (x) related to support, administrative and authorized marketing and promotional messaging and/or (y) if such address was acquired by Rallybound from another client or another source. Notwithstanding anything to the contrary in this Agreement, Client shall not have the right, and shall not, other than for its own internal use, disclose, distribute, sell, resell, license nor sublicense any third-party data acquired from, or provided by Rallybound.
  10. PERFORMANCE CRITERIA. Rallybound provides a monthly uptime of 99.9%. During the Initial Term, in the event Client does not have access to its Rallybound account ("Downtime") for more than four (4) hours during, any calendar day (other than as a result of scheduled maintenance or Force Majeure), Rallybound will credit (as Client's sole remedy) Client's bill for services rendered in an amount equal to (i) the Annual "Annual Fee" for Support and Maintenance (paid by Client in accordance with the Service Order) divided by (ii) the total number of days of the applicable term of such fee (each such daily amount shall be referred to as a "Credit Unit"). Should Downtime occur, Rallybound shall have qualified personnel respond promptly to a report of such unavailability and shall, to the extent reasonably practicable, work continuously to remedy such unavailability. Scheduled maintenance shall not exceed eight (8) hours per month and Rallybound will make good faith efforts to schedule maintenance during the hours of 9pm - 5am PST. The service level and credit referenced in this Section does not apply if a Client's user cannot access or utilize the Services because of (i) any latency or downtime due to Client's or Client's users acts or omissions or resulting from the user's own Internet Service Provider, (ii) acts of unauthorized third parties, (iii) scheduled maintenance, (iv) third party acts or omissions over which Rallybound has no control, (v) a Force Majeure event (including, without limitation, a distributed denial of service (DDoS) attack; (vi) any systemic Internet failures; nor (vii) any failure or deficiency in the users own hardware, software or network connection (each a "Contingency").
  11. POST-IMPLEMENTATION SUPPORT SERVICES. Rallybound may provide Client with Client Support ("Customer Support") as defined by the Services Order Form or by the support package(s) subsequently purchased by Client. Customer Support will only be provided by Rallybound to Client's authorized Rallybound administrators. It is the Client's responsibility to provide primary support to the Client Users. Rallybound may at its option provide secondary support for Client Users, and in any such case such secondary support shall be in accordance with a separate agreement agreed to by the Parties (in writing). If, during the course of providing any secondary support to a Client User, Rallybound determines that the scope of the support sought by such Client User is outside of the scope of the Customer Support policy or other written agreement between the Parties, Rallybound may cease providing such secondary support and direct such Client User to contact Client for assistance.
  12. SECURITY. Rallybound will use commercially reasonable efforts to maintain database security on any Transactions or Records belonging to Client that contain Confidential Information. Rallybound uses SSL technology and certificate services for communicating potentially sensitive information over the Internet. Data replication is over private connections. The database is not directly accessible by IP address from the public Internet. Rallybound employs industry standard network security techniques which may include, firewalls, VLAN's and NT/UNIX authentication protocols. Rallybound reserves the right, in its sole discretion, to change or modify these procedures at any time for commercially reasonable purposes, but at all times will maintain commercially reasonable database security. Client shall take all commercially reasonable security precautions to prevent unauthorized or fraudulent use of the Platform and Rallybound Services by Client, Client's employees, agents or any other third party.
  13. UPDATES TO THE PLATFORM. From time to time it may be necessary to update the Platform, and from time to time Rallybound may desire to modify the Platform. Such updates and modifications may be completed without prior notice; provided that, Rallybound will use commercially reasonable efforts to notify Client in advance of any updates or modifications to the Platform, whenever reasonably possible. Client acknowledges and understands that such updates and modifications may not be compatible with its website and that its website may cease to function following the update or modification. In most cases, Rallybound will be unable to rollback or otherwise reverse the update or modification. Client agrees that (i) it is solely responsible for adjusting its website for compatibility with the Platform following any update or modification and (ii) Rallybound shall not be liable for any loss or damage Client or any Client User may experience as a result of Rallybound’s update or modification of the Platform.
  14. RALLYBOUND INDEMNITIES. Rallybound indemnifies and holds Client harmless from and against any lawsuit, claim, damage, liability, or expense (including reasonable attorneys' fees) incurred by Client as a result of any third party claim against Client for patent, copyright, trademark, or other intellectual property right infringement pertaining to any software, product, design, or other item solely developed by Rallybound.
  15. CLIENT INDEMNITIES. Client agrees to indemnify and hold Rallybound harmless from and against any lawsuit, claim, damage, liability, or expense (including reasonable attorneys' fees) incurred by Rallybound as a result of any third party claim against Rallybound pertaining to Client's use of the Platform Data or Information for any purpose not explicitly permitted herein, the content on Clients website, from Client's failure to abide by the Rallybound Acceptable Use Policy or to any patent, copyright, trademark, or other intellectual property right of any third party that relates to any information provided to Rallybound by Client.
  16. LIMITATION OF LIABILITY AND DAMAGES. EXCEPT IN CONNECTION WITH EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN, EACH PARTY'S LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT, UNDER ANY LEGAL THEORY, SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO RALLYBOUND UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR SPECULATIVE DAMAGES.
  17. WARRANTY. RALLYBOUND WARRANTS THAT THE RALLYBOUND PLATFORM WILL WORK, IN SUBSTANCE AS DESCRIBED IN RALLYBOUND’S ONLINE HELP RESOURCES (FOUND AT SUPPORT.RALLYBOUND.COM AND ON RALLYBOUND’S YOUTUBE PAGE- AS SAME MAY BE MODIFIED BY RALLYBOUND FROM TIME TO TIME). EXCEPT AS SET FORTH IN THE FIRST SENTENCE OF THIS SECTION 17, THE SCOPE OF WORK PROVIDED AND THE SERVICES RENDERED BY RALLYBOUND UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE REGARDING SUCH SCOPE OF WORK OR SERVICES' ACCURACY, PERFORMANCE, OR ANY OTHER MATTER. NOTWITHSTANDING ANYTHING TO THE CONTRARY, RALLYBOUND HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICES AND PLATFORM MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
  18. MUTUAL WARRANTIES. Each Party represents and warrants that (a) it has all necessary rights and authority to enter into, execute and perform its obligations hereunder; (b) it has and will maintain throughout the Term all rights, authorizations and licenses (including, without limitation, any copyright, trademark, patent, publicity or other rights) that are required with respect to its obligations hereunder; (c) it will not violate any applicable law or regulation in connection with its performance of its obligations hereunder; and (d) the execution of this Agreement and the performance of its obligations hereunder do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound.
  19. MUTUAL PUBLICITY. Either Party may (i) create a hyperlink from its website to the other Party's website, (ii) display its name, logo and other identifying information or image on the other Party's website and (iii) reasonably use the other Party's name in its marketing materials; provided, however, that so long as Rallybound is the exclusive online fundraising infrastructure provider for Client, Client may identify Rallybound as its commercial online fundraising Infrastructure provider (or any other term acceptable to Rallybound) and use Rallybound's name in any publicity it employs to market its mission, programs, and services. Rallybound may (x) identify Client as its client, (y) use Client's name, logo and other identifying information or image in connection with emails, communications, and proposals to other prospective clients or present or potential donors, fundraisers and/or event organizers and (z) disclose the terms of this Agreement as may be required by law. All such marketing and promotional efforts shall be in good taste and shall not be disparaging.
  20. DEFAULT AND TERMINATION. Either Party may terminate this Agreement if the other Party materially defaults in performing any of its obligations under this Agreement and the default remains uncured for at least thirty (30) days following receipt of written notice from the non-defaulting Party. Upon written notice from Rallybound, this Agreement shall also terminate upon any of the following events: (i) the institution of receivership or bankruptcy proceedings against or by a Party, which has not been dismissed within 60 days; (ii) the making of an assignment for the benefit of creditors by a Party, or (iii) the dissolution of a Party. If this Agreement is terminated for any such reason, Client shall nonetheless be obligated to pay Rallybound upon such termination any and all accrued and unpaid fees and expenses due and payable to Rallybound as of the date of termination.
  21. RALLYBOUND’S COVENANTS. Rallybound shall provide Client with access to the Platform and will perform, using commercially reasonable efforts, applicable material work and render the material services; provided, however, Client is current with the payments of all amounts due to Rallybound. Rallybound does not guarantee any level of success in terms of donations, sponsorships, sales, memberships, or any other aspect of this Agreement, nor does Rallybound make any promises as to the timeliness of any upgrades or Client requested modifications to the Services nor custom development. Rallybound may hold, to the extent permitted by law, any funds held by Rallybound on behalf of Client without interest, and will process any amounts received by Rallybound and due to Client under this Agreement twice each month as follows; on the last day of the month (or, in each Instance, if holiday or weekend, the next occurring business day thereafter, respectively), or such shorter period as required by law, from their receipt.
  22. CLIENT'S COVENANTS. Client shall timely perform all the tasks assigned to Client or required in this Agreement. Client agrees that any Services to be performed by Rallybound for Client under this Agreement may not be resold or otherwise transferred by Client to any person or party. Client agrees that when Client uses the Rallybound mail system directly or indirectly to solicit online Transactions, Client will always and only use, Rallybound to process all online Transactions. Client agrees that it shall not directly or indirectly cause or allow any third party to (i) modify, enhance, alter nor interrupt access to and/or functionality of the Platform; (ii) prepare derivative works based on any Rallybound’s product or its documentation (the "Modifications"); (iii) decompile, decode, unlock, attempt to discover the source code of, or otherwise reverse engineer, any Rallybound product (the "Reverse Engineering"); (iv) sell, transfer, assign, or convey any rights to any third party nor (v) assist, enable, or permit others to do any of the foregoing. Client agrees and understands that if it requests Rallybound to share any information with a third party, including, but not limited to, Client Documentation, Confidential Information or donor information, Client shall be responsible (and shall indemnify Rallybound from any responsibility) for the security, care, confidentiality or any other aspect pertaining to the use of such information by such third parties. Client shall ensure that its authorized Platform administrators and Client Users comply with the provisions of Section 26 (Acceptable Use Policy) of this Agreement. Client shall assign passwords to its users and shall maintain (and shall cause its users to maintain) the confidentiality of such password(s). Client shall immediately notify Rallybound if a password is lost, stolen, disclosed to an unauthorized third party, or otherwise has been compromised. Client shall be entirely responsible for any and all activities made under Client's account, including any fees which may be incurred under Client's password-protected account. Client shall be responsible for determining the level of access given to each of its users. Client represents and warrants that it has the legal right to provide the Input File and constituent Records to Rallybound and to receive the Services and Information from Rallybound. Client acknowledges and agrees that the rights to the Information are owned and licensed to Rallybound by third parties for use with the Services for the limited purposes described herein. The Services and Information shall be used only for the purpose of identifying and soliciting potential donors for Client. Client acknowledges and agrees that it may not use the Services or Information for any other purpose.
  23. LEGAL ADVICE AND COMPLIANCE. Client shall consult with its own attorneys, accountants, and other professional licensed advisors regarding the effect and operation of this Agreement, including without limitation the tax consequences of this Agreement to Client. Client is not relying on Rallybound, its officers, directors, or shareholders for such advice (including counsel). Each Party to this Agreement shall be responsible for satisfying its own federal, state and local reporting and compliance responsibilities with respect to fundraising solicitation and other activities conducted pursuant to this Agreement. In this regard, Client acknowledges that it shall not include Rallybound in any list of professional fundraisers, solicitors or fundraising counsel submitted to any federal, state or local agency except on advice of competent counsel (which shall be documented at the time of such inclusion) that Rallybound's inclusion is required by law. Client must consult with Rallybound prior to submitting to any such list. In the event Client fails to consult with Rallybound prior to submitting Rallybound’s name to any government or private agency as a professional fundraiser, solicitor or fundraising counsel, Client shall indemnify Rallybound for any costs incurred as a result, including, without limitation, reasonable attorney's fees and costs.
  24. DISPUTE RESOLUTION. Notwithstanding anything to the contrary, for any dispute or claim arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, either Party may submit such matter to be determined by binding arbitration in Los Angeles, California before a single arbitrator, administered by, and in accordance with, the then-applicable Commercial Arbitration Rules of the American Arbitration Association (AAA) or the then-applicable Streamlined Arbitration Rules & Procedures of JAMS. In any such arbitration, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees it reasonably incurs in connection with the arbitration. Judgment on the award may be entered in any court having jurisdiction, and either Party may seek provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding any provision with respect to governing law, such arbitration shall be subject to and governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
  25. FORCE MAJEURE. Any obligation or Service which a Party is not able to perform or is delayed in performing by reason of (i) the other Party's failure or delay in performing its tasks or (ii) acts of God, terrorism, government regulations and orders imposed after execution of this Agreement, communication line failures, power failure, the infrastructure of the Internet, third Party actions that are illegal under either federal or state law, earthquakes or other disasters, or any cause beyond the reasonable control of a Party, shall excuse the Party to that extent.
  26. ACCEPTABLE USE POLICY. Client shall, and shall ensure that its users comply with the provisions of Rallybound’s Acceptable Use Policy, as may be amended from time to time, located on the World Wide Web at http://rallybound.com/info/terms. Notwithstanding anything to the contrary, Client agrees to use the Platform in a manner that does not interfere with nor disrupt the Platform or other users’ access to and/or use of the Platform. In addition, Client agrees to ensure that its Client Users shall not interfere with nor disrupt the Platform or other users’ access to and/or use of the Platform. Rallybound reserves the right to suspend Client’s and/or any Client Users’ access to and/or use of the Platform if, in Rallybounds reasonable discretion, such interference or disruption is determined by Rallybound to exist.
  27. NON-SOLICITATION. During the Term of this Agreement and for TWELVE (12) months after the termination of this Agreement, Client agrees not to hire, solicit for hire, or recommend for hire, any Rallybound employee without the express prior written consent of Rallybound in each instance. If Client hires an employee of Rallybound, Client shall immediately pay Rallybound, solely for the violation of this Section, an amount equal to one-hundred percent (100%) of such employee's current, total, annual monetary compensation (including, without limitation, wages, salary, bonuses, and commissions). Client agrees that the provisions of this Section shall not preclude or limit any available actions at law or in equity, including, without limitation, any form of damages or any injunctive or equitable relief, for misappropriation of trade secrets, unfair competition, breach of contract, or other cause of action arising from or out of the hiring or recruitment of Rallybound’s employee(s).
  28. RELATIONSHIP. The relationship of the Parties shall be that of an independent contractor and nothing contained herein shall be construed as creating any joint venture, partnership, employer/employee, franchise/franchisee, or agency relationship of any kind. Neither Party nor any of its employees, directors, members, successors, assigns or agents will have the power or right to bind the other Party or to incur any obligation on its behalf.
  29. CHANGE OF LAW. If there is a change in any applicable law during the Term that would render continued performance by either Party a violation of applicable law or which would substantially impair the economic value of this Agreement for such Party, the Parties shall use commercially reasonable efforts to negotiate modifications to this Agreement to remedy such noncompliance in a way that preserves the economic benefits contemplated by the Parties. Notwithstanding anything to the contrary, if the Parties cannot, within thirty (30) days after beginning negotiations, agree on modifications to this Agreement to comply with applicable law, this Agreement shall immediately terminate and be of no further force or effect, except for (a) any payment obligations of Client and (b) those terms which by their nature survive any termination of this Agreement.
  30. NO WAIVER. No delay or failure by either Party to exercise any right under the Agreement, and no partial or single exercise of thereof, shall constitute a waiver of that or any other right, unless expressly provided for herein. A waiver or default shall not be a waiver of any other or subsequent default. Any waiver by a Party must be in a writing signed by an Executive representative of the waiving Party in order to be effective.
  31. SCOPE. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all proposals (oral and written), all negotiations, past dealings, industry customs and/or conversations or discussions between or among the Parties related to the subject matter of the applicable Services Order Form. In the event of any conflict between the terms of the applicable Services Order Form and these General Terms and Conditions, the applicable Services Order Form shall take precedence.
  32. MISCELLANEOUS. This Agreement may be amended from time to time with or without notice to you. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Services Order Form. Terms other than those defined herein or in the Services Order Form shall be given their plain English meaning and terms of art having specialized meanings in the industry shall be construed in accordance with industry standards. Unless the context otherwise requires, words importing the singular include the plural and vice-versa. All references to a "writing" include email communications confirmed and agreed to by the Party being charged. The headers throughout this Agreement are for convenience only and shall have no force or effect on the meaning of any provision contained herein. This Agreement is binding on and inures to the benefit of the permitted successors, assigns, and legal representatives of the Parties. Neither Party shall assign, transfer, or delegate its rights or obligations under the Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, delayed or conditioned, and any attempt to do so without consent of the other Party shall be null and void; provided, however, that either Party may, in the event of a merger, acquisition, joint venture, or sale of substantially all of such Party’s assets or business (or any substantially similar transaction), assign its rights or obligations under this Agreement without the consent of the other Party. Notwithstanding the foregoing, no transfer or assignment of this Agreement shall release Client from any of its obligations hereunder. Each Party shall be solely responsible for making any governmental filings or reports which such Party is required to make as a result of the transactions arising out of this Agreement. It is agreed by the Parties hereto that venue of any action arising under this Agreement shall be in Los Angeles, California and the laws of the State of California (excluding its conflicts of laws rules) shall govern this Agreement. Should any part of this Agreement contravene public policy, or laws of the jurisdiction in which it sought to enforce the same, then such part shall be considered null and void and have no force and effect, and the balance of the terms and conditions of this Agreement shall remain valid and in full force and effect. In regard to payment of any amount due hereunder, time is of the essence. This Agreement may be executed in multiple counterparts (including via electronic signature using a third-party electronic signature service), each of which will be deemed an original, but all of which taken together will constitute one instrument. The Parties may sign and deliver this Agreement via facsimile transmission or electronically. Except for these General Terms and Conditions, no online or click-through terms, conditions, policies, or documents offered by a Party ("Online Terms & Conditions") shall be deemed to have modified this Agreement, notwithstanding the fact that a Party may have affirmatively accepted such Online Terms & Conditions as a condition of accessing an online service. Any required notice under the Agreement shall be in writing and delivered to the contact person for notices designated by a Party on the Services Order Form (i) by personal delivery, (ii) by facsimile transmission when receipt is confirmed, (iii) by overnight courier upon written verification of receipt, or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. The following Sections and any terms which of necessity must survive termination of this Agreement shall so survive: sections 3 through 9, 12 through 18 and 20 through 32.

CONFIDENTIAL

Rev. 6/17