GOTECH INVESTMENTS, LLC D/B/A TASKSUITE
SOFTWARE AS A SERVICE

Terms of Service
Version 1.1

These Terms of Service together with any Service Order and any addenda to either of them (collectively the “Agreement”) are a contract that governs your access to GoTech Investments, dba Tasksuite's software (collectively the “Service”). The Agreement is effective as of the date that you sign up for any Service online or submit a Service Order that references these Terms of Service (the “Effective Date”).

Customer and Service Provider are referred to herein collectively as the “Parties,” and individually as a “Party.”

RECITALS

1. Service Provider offers its customers use of the Software as a service, whereby the Software resides on Service Provider's servers and is accessed by its customers through the internet for a subscription fee; and
2. The Customer wishes to use Service Provider's Software in its business operations, and to pay the applicable Subscription Fee and other charges, all as more particularly set forth herein;

AGREEMENT

NOW THEREFORE the Parties agree as follows:

1. DEFINITIONS

   In this Agreement, the following terms shall have the meanings indicated:

   “Agreement” means this agreement and any schedules and exhibits hereto.

   “Authorized User” means a person employed by Customer and authorized by Customer to use the Software who (a) has paid the applicable subscription fee; (b) has a valid subscription right under this Agreement; and (c) has complied with all requirements and restrictions of this Agreement and the Software, insofar as such requirements and restrictions pertain to Users.

   “Business Day” means any day other than Saturdays, Sundays and days on which state and federal banks in Austin, Texas are generally closed for business. For any time period that ends on a Business Day, and unless otherwise specifically provided, such time period shall end at 5:00 p.m. on such Business Day, time being strictly of the essence with respect thereto.

   “Confidential Information” means information or data disclosed, orally, electronically or in writing, that (a) is identified or marked as confidential or proprietary by a Party, or (b) the receiving Party knows or reasonably should know is of a proprietary or confidential nature, such as (by way of example only) material, software, hardware, source code, ideas, processes, designs, work product, data, diagrams, documentation, data, techniques, integration techniques, business know-how, client lists, specifications, disputes between the parties, and procedures which relate to their respective businesses and in terms of applicable law. For the avoidance of doubt, “Confidential Information” can be in any form includes all things, tangible and intangible, that encompass or embody Confidential Information as otherwise described herein, such as (by way of example only) verbal communications, audio and video recordings, paper, models, images, electronic files, and magnetic and photographic media, and all copies thereof.

   “Customer Data” means data imported or input by the Customer, or on its behalf, in connection with its use of the Service.

   “Days” means calendar days.

   “Documentation” means any material, training material, or documentation related to the Software/Service provided to the Customer and/or its Users.

   “Intellectual Property Rights” means all rights in and to tangible and intangible intellectual property of any nature whatsoever, including (without limitation) the rights in and to trademarks whether registered or unregistered, service marks, trade names, domain names, logos, patents, provisional patents, inventions (whether patentable or not), know-how (including confidential industrial and commercial information and techniques in any form), utility models, registered and unregistered design rights, copyrights, semi-conductor topography rights, database rights, software rights, source code, object code, rights in respect of any new or existing compilation of any data or information not covered under any existing copyright, any structured analysis, reports, application and any resulting know-how, use or any other results originating or following from or as a consequence of data being made available in respect of any of the aforementioned or part thereof, and all similar proprietary rights which may subsist in any part of the world including, where such rights are obtained or enhanced by registration, (a) any registration of such rights and applications and rights to apply for such registrations, as well as any Confidential Information or processes relating to that subject matter, and (b) copyright in copyright works including but not limited to the intellectual property, creative properties, full title right and interest, and future copyright, embodied in or resulting from the creation of software.

   “Parties” means Service Provider and the Customer, individually or collectively, as the context may require..

   “Software Update/s” means modification of the Software (any part of it, at any time) including but not limited to, modifications which correct an error or defect, enhances or improves previous form, provides more functionality and customisation.

   “Subscription Fee” shall mean the fee charged for use of the Software as set out in the agreed to contract.

   “Subscription Right” means the non-exclusive, non-transferable right to use the Service, through the internet, together with all related documentation for use in connection with the functionality of the user interface of the Software, as well as Software Updates thereto, of whatever nature on the terms set out in this Agreement.

   The “Service” means the right to access the Software installed on Service Provider's servers, by accessing such servers over the internet. The Service does not include the right to download or copy the Software.

   The “Service Provider Group” means Service Provider and its affiliates, including GoTech Investments, dba Tasksuite and our subsidiary Taskflow individually or collectively, as the context may require.

   The “Software” means the computer software known as TaskSuite developed and owned by GoTech Investments, LLC and irrevocably licensed to Service Provider to use and market within the United States, together with any Software Updates, and specifically includes, without limitation, any and all customized Software Updates made for the Customer or at its request, together with all Intellectual Property rights in or to any of the foregoing. It is the Parties' explicit intention that the Software, as so defined, is and shall remain the sole property of the Service Provider Group.

   “Term” means the term of this Agreement as specified in the signed contract.

   “User” means a person accessing the Service by using Customer's access credentials unless such access credentials were obtained by such person through no fault of Customer.

2. SUBSCRIPTION FOR SERVICES; PAYMENT

   1. Subject to the terms and conditions of the Agreement, Service Provider hereby grants to Customer a non-exclusive, non-transferable right, during the Term of this Agreement, to use the Service. Nothing in this Agreement shall give Customer or others any right, title, or interest whatsoever in and to the Software. Customer acknowledges and agrees that: (i) the Service Provider Group retains all title, ownership interests and rights in and to the Software; (ii) Customer shall not attempt to decompile or disassemble the object code of the Software, or to otherwise reverse engineer the Software; (iii) Customer will maintain, and will use prudent methods to cause its employees, consultants, subcontractors and agents to maintain, the confidentiality and secrecy of the Software and all associated Intellectual Property; and (iv) Customer will not: (a) remove or destroy any proprietary markings, copyright notices, confidential legends or any trademarks, trade names or brand names of the Service Provider Group or its applicable vendors placed upon or contained within the Software: (b) sublicense, lease (including operation of a time sharing service or service bureau), transfer or assign the Service or any of its functionality, in whole or in part, to a third party, except to an affiliate of Customer upon prior written notice to Service Provider; or (c) directly or indirectly export any Software in violation of any applicable export laws and regulations.

   2. For the right to use the Service, Customer shall pay the Subscription Fee as specified in the signed agreement. Subscription Fees shall be invoiced the last week of every month for the then-current calendar month, and the Customer shall pay such invoice 14 days after invoice date. The Parties acknowledge that the Subscription Fee is separate from, and in addition to, the other fees specified hereto.
   3. The Subscription Fee shall be payable to Service Provider free from any credits, deductions and/or setoffs.
   4. Failure to timely pay Subscription Fees or any other amounts due under this Agreement when due shall constitute a default, which may be enforced by Service Provider without any separate notice or cure period. Non-payment of Subscription Fees may result in the immediate deactivation of the Customer's account and access credentials, and any reactivation may be subject to additional credit requirements and/or a reactivation fee.
   5. In the event of any irreconcilable conflict between the payment terms set forth in this Section 2 and the payment terms set forth on the signed agreement the latter shall control.

3. COMMENCEMENT & TERM

   The Agreement shall commence on the Commencement Date specified on the first page of the signed Agreement, and shall remain in force indefinitely unless otherwise terminated in accordance with the Agreement.

4. SERVICE PROVIDER'S OBLIGATIONS

   1. In addition to providing access to the Service, Service Provider shall provide the additional setup, configuration, support, training, and administrative services described on the signed agreement, and at the prices and rates specified thereon. Service Provider shall provide all such services in a professional manner and consistent with good industry practices and standards. In order to assist in the efficient delivery of services and to ensure that any issues are adequately and timely addressed, Customer and Service Provider shall each designate a Support Coordinator who shall have primary responsibility for raising or responding to any quality control issues.

   2. Service Provider shall provide the Customer with access to its Training Division for on-site assistance, training, technical product consulting and education regarding the Software. These services will be available at a mutually agreed time, and at the rates set forth in the signed customer agreement.

   3. Service Provider will install Software Updates from time to time, and reserves the right to do so of its own accord. If Service Provider anticipates that any Software Update will render the Service unavailable, Service Provider will use commercially reasonable efforts to minimize such interruption, and to communicate with Customer in advance regarding the expected duration of the interruption.

   4. Service Provider will maintain a disaster recovery plan that is tested no less than annually. In the event of a disaster, Service Provider will (i) replicate the Software as soon as possible with the most recent backup date; and (ii) restore the Software with a recovery time objective of 24 hours and a recovery point objective of 24 hours.

   5. Notwithstanding the foregoing or anything else to the contrary in this Agreement, Service Provider shall not be responsible for resolving or addressing any problem with the Software or the Service that is caused by Customer's misuse of the Service, or by any modification or alteration of the Service by any party other than Service Provider or its duly authorized contractors or agents.

5. CUSTOMER'S OBLIGATIONS

   1. In addition to the timely payment of Subscription Fees and other fees specified in this Agreement, the Customer:

      1. shall cooperate with Service Provider in relation to the setup, configuration, maintenance, and updating of the Software and the Service, and shall provide Service Provider with all information reasonably necessary thereto;
      2. shall limit the use of the Service to Authorized Users, in strict accordance with this Agreement, and shall not provide access to the Service or the Software, either in whole or in part, to any other person;
      3. shall promptly report to Service Provider any instance of password sharing or other unauthorized use of the Service;
      4. shall not attempt to download, copy, or allow others to attempt to download or copy, the Software, or any portion thereof, in any form without Service Provider's prior written consent;.
      5. shall not modify, decompile, disassemble, or otherwise reverse engineer the Software, or attempt to do any of the foregoing;
      6. shall comply with all applicable laws and regulations with respect to its activities under this Agreement and when making use of the Service; and
      7. shall take appropriate steps to ensure that its employees and agents comply with the terms and conditions of this Agreement, including without limitation the confidentiality provisions hereof.
   2. Customer is solely responsible for ensuring that all Customer Data is correct, and that any files containing Customer Data are uncorrupted and free of malicious code. Customer shall ensure that it has an Authorized User sufficiently trained in Excel who will be able to deal with data imports and any other Excel related needs to ensure the effective use of the Service.
   3. The Customer shall own all rights, title and interest in and to all of the Customer Data and Personal Information, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality
   4. Customer is solely responsible for procuring and maintaining sufficient network connections, onsite infrastructure, telecommunication links from its systems to the Internet and any other applicable aspects to ensure optimal use of the Service, and for ensuring that a sufficiently fast and reliable internet infrastructure is in place before the Service is accessed.

6. MAINTENANCE AND SUPPORT PROTOCOL; PENALTIES

   1. All support requests must be submitted via e-mail to support@tasksuite.com. Solely in the case of an emergency, a support request may only be submitted telephonically to (512) 900-7468, but any such telephonic report must be promptly followed up in writing to the email address specified above.
   2. The following information must be provided in the email whenever a problem is reported:
      1. Company;
      2. Contact Name & Email;
      3. Contact Number;
      4. Severity/Request Level
      5. Brief description of problem.
   3. The Service Response Matrix attached hereto as Schedule A categorizes the types of support requests and severity levels that Customer may make, and the approximate time period in which Customer can expect a response and resolution for each category of request
   4. In the event that the Service is unavailable to Customer for more than four consecutive hours in a Business Day (or for more than eight hours on any non-Business Day), and the lack of availability is caused by an unresolved issue that is within the scope of Service Provider's responsibilities under this Agreement, Customer shall receive, as its remedy, a credit to its account in the applicable amount specified in the signed contract between parties (the “Penalties”), which shall be measured from the date on which the unavailability began. The customer will be able to submit a request to terminate the agreement.
   5. Notwithstanding the foregoing, Service Provider shall not be held accountable for any Penalties if the underlying issue, or the inability to resolve it, is attributable to any action, equipment, or infrastructure fault of Customer or any third party, or to any matter described in Section 14.1.
   6. The Penalties are the Customer's sole and exclusive remedy in respect of any non-performance of the Software, or any failure by Service Provider to deliver the Service in accordance with the Agreement. The Parties agree that the Penalties are a reasonable estimate of Customer's damages arising from any such non-performance or other failure, which damages are by their nature difficult to estimate.

7. LIMITED WARRANTY; DISCLAIMER OF OTHER WARRANTIES

   1. Service Provider makes the following representations and warranties, and no others: (a) Service Provider holds an exclusive license to use and market the Software within the United States; (b) Service Provider's employees, agents, and/or subcontractors assigned to perform under the Agreement shall be qualified personnel with expertise in the field as described herein; (c) Service Provider will comply with all applicable laws, rules, regulations and orders of any governmental authority, and will obtain at its expense all permits and licenses, pertaining to its obligations under the Agreement; (d) the Software provided to Customer through the Service will be the current version of the Software, as supplemented or updated from time to time by Software Updates; and (e) the Service and the Software will generally perform in accordance with its system functionalities per this Agreement and the Documentation, and will be available to Customer during the Term (provided, however, that in the event of any breach of the foregoing warranty (e), the Penalties described in your signed agreement shall be Customer's sole and exclusive remedy).
   2. EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEDING SECTION, SERVICE PROVIDER DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE OR SOFTWARE, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SERVICE PROVIDER DOES NOT WARRANT THE ACCURACY, PERFORMANCE OR COMPLETENESS OF THE SERVICE, OR THAT THE SERVICE OR SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE, OR THAT THE SERVICE IS COMPATIBLE WITH COMPUTER EQUIPMENT OR SOFTWARE USED BY CUSTOMER, OR THE NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

8. INDEMNIFICATION

   1. Indemnification by Customer:
      1. Customer shall defend, indemnify and hold harmless Service Provider, GoTech Investments LLC, dba Tasksuite, and the respective officers, directors, members, managers, contractors and agents of each (“SP Indemnified Parties”) from any and all losses, claims, liabilities and expenses (including reasonable attorneys' fees) to the extent arising out of or alleged to arise out of (i) Customer's use of the Service in a manner or for a purpose that (A) is illegal, unlawful, or unauthorized by Service Provider or a third party to whom Customer owes a legal duty; (ii) the processing of Customer Data by Service Provider, or the incorporation of Customer Data into the Software; or (iii) the use of the Service by any person who obtained access to the Service through Customer, and who is not an Authorized User.
      2. Customer shall defend (with counsel reasonably acceptable to Service Provider) the SP Indemnified Parties from and against any third party claim, demand, or action (regardless of the form of action) alleging a claim for which Customer is required to indemnify the SP Indemnified Parties under the preceding subsection. Customer shall give Service Provider prompt written notice of any such third-party claim. Upon Customer's unqualified acceptance of such indemnification, Customer shall have control of the defense of such third party claim and the settlement or compromise thereof; provided, however, that Service Provider shall have the right to participate in such defense through counsel of its own choosing and at its own expense.
   2. Indemnification by Software Provider:
      1. Service Provider shall defend, indemnify and hold harmless Customer and its officers, directors, members, managers, contractors and agents (“Customer Indemnified Parties”) from any and all losses, claims, liabilities and expenses (including reasonable attorneys' fees) to the extent arising out of or alleged to arise out of any infringement of the Software or the Service on the Intellectual Property rights of a third party.
      2. Service Provider shall defend (with counsel reasonably acceptable to Customer) the Customer Indemnified Parties from and against any third party claim, demand, or action (regardless of the form of action) alleging a claim for which Service Provider is required to indemnify the Customer Indemnified Parties under the preceding subsection. Service Provider shall give Customer prompt written notice of any such third-party claim. Upon Service Provider's unqualified acceptance of such indemnification, Service Provider shall have control of the defense of such third party claim and the settlement or compromise thereof; provided, however, that Customer shall have the right to participate in such defense through counsel of its own choosing and at its own expense.

9. INTELLECTUAL PROPERTY RIGHTS

   Customer acknowledges and agrees that the Service Provider Group owns all Intellectual Property rights in and to the Software, the Service, and the Documentation. This Agreement does not grant Customer any rights to, or in, patents, copyrights, database rights, creative properties, trade secrets, trade names, trademarks (whether registered or unregistered), source code, object code, any other Intellectual Property rights in the Service, the Software, or the Documentation. Without limiting the generality of the foregoing, the Service Provider Group owns and shall continue to own all configurations, customizations and other Software Updates made by it during the Term, including (if applicable) any such Software Updates made for the benefit of Customer or at its request or suggestion.

10. CONFIDENTIALITY

    1. Each party shall retain the other party's Confidential Information in strict confidence, using the same degree of care with which it protects its own Confidential Information (but in no event less than reasonable care) and, except as specifically permitted in this Agreement, shall not disclose such Confidential Information to any third party without the other party's express written consent.
    2. All Confidential Information shall be the property of the disclosing party. Each Party agrees, and shall ensure that any parent, subsidiary, affiliate, agent, consultant or otherwise agrees: (a) to use the Confidential Information only for the purposes of this Agreement and as expressly permitted by this Agreement; (b) not to make copies of or store Confidential Information or any part thereof except as expressly permitted by this Agreement; (c) to reproduce and maintain on any copies of any Confidential Information such proprietary legends or notices (whether of the other party or a third party) as are contained in or on the original or as the other party may otherwise reasonably request; and (d) not to modify or prepare derivative works from, or decompile, disassemble, or sell, publish, make available, compile, display or transfer any Confidential Information except as expressly permitted by this Agreement.
    3. Notwithstanding the foregoing, nothing in this Section will prevent either Party from disclosing Confidential Information of the other to the extent required by law, judicial order or other legal obligations, provided that in such an event, the Party disclosing such Confidential Information of the other shall notify such Party to allow such Party to seek a protective order or other appropriate relief. If a protective order is not obtained, the Party required to make such disclosure shall disclose only that portion of the Confidential Information which its counsel advises is legally required to disclose
    4. Upon expiration or earlier termination of this Agreement, each Party shall promptly, but in no event more than thirty (30) days thereafter, return to the other Party all Confidential Information of such Party which is in tangible form, or certify in writing that all such Confidential Information has been destroyed, except as allowed by Section 9.2 hereof.
    5. Both Parties acknowledge that the disclosure of any Confidential Information, except as expressly permitted by this Agreement, will cause irreparable injury for which the injured party may not have an adequate remedy at law. Accordingly, either Party may seek injunctive relief against the breach or threatened breach of any of the foregoing undertakings in addition to any other legal remedies that may be available, and each Party hereby consents to the obtaining of such injunctive relief.

11. LIMITATION OF LIABILITY; LIMITATION OF ACTIONS

    Notwithstanding anything to the contrary in this Agreement, and in addition to any other limitation on the Parties' respective liabilities as set forth herein, each Party agrees to the following limitations on the other Party's potential liability hereunder.

    1. THE TOTAL LIABILITY OF THE EITHER PARTY TO THE OTHER WILL NOT EXCEED ONE YEARS' WORTH OF SUBSCRIPTION FEES UNDER THIS AGREEMENT. The foregoing limitation shall not apply to any claim arising under Section 8 (Indemnification), Section 9 (Confidentiality), or Section 10 (Intellectual Property) of this Agreement.
    2. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS, INTERRUPTION OF BUSINESS OPERATIONS, OR ANY OTHER INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER, EVEN IF THE PARTY ALLEGED TO BE SO LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitation shall not apply to any claim arising under Section 8 (Indemnification), Section 9 (Confidentiality) or Section 10 (Intellectual Property) of this Agreement.
    3. NO ACTION ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT MORE THAN TWO (2) YEARS AFTER SUCH CAUSE OF ACTION ACCRUES. The foregoing limitation shall not apply to any claim arising under Section 8 (Indemnification) of this Agreement.

12. DEFAULT

    The following events shall constitute a default (“Default”) under this Agreement: (a) the failure by Customer to pay any fees or other charges under this Agreement within three (3) Business Days of the date on which such items are due; (b) the taking of any action by a Party that is specifically prohibited by this Agreement (such as, by way of example only, sharing of passwords; attempted unauthorized assignment of this Agreement; or disclosure of another Party's Confidential Information); or (c) any other breach of this Agreement by a Party, if such Party has failed to cure such breach after five (5) Business Days' written notice thereof.

13. TERMINATION

    1. Termination for Cause. Either Party may terminate this Agreement upon immediate written notice to the other Party if (a) the other Party commits a Default (provided, however, that the notice of termination shall describe such Default with reasonable particularity); (b) the other Party terminates or ceases business; (c) the other Party admits in writing its inability to pay its obligations as they become due; makes an assignment for the benefit of its creditors; or becomes the subject of a receivership or similar insolvency proceeding; or (d) a third party makes a bona fide, colorable claim that this Agreement (or the parties' performance under this Agreement) infringes such third party's intellectual property rights. Ether Party will be granted a 30 day period to remedy any cause of termination from the other Party. If the other party can not remedy the cause of termination, then the terminations will continue.
    2. Termination for Convenience. This agreement is for a commitment of one calendar year from the signing date. This contract will automatically renew on a year to year basis until cancellation or until a new, amended contract is signed. Either Party may terminate this Agreement as of the end of the contractual one year term provided that at least ninety (90) days' advance written notice of such termination is given to the other Party.
    3. Effect of Termination; Survival. Termination of this Agreement for any reason shall not affect Customer's obligation to pay all Subscription Fees and other charges accruing under this Agreement prior to the date of termination, nor shall it affect the following provisions, which shall survive termination: (a) Sections 5.1.2 through 5.1.5; Section 5.1.7; and Sections 8, 9, 10, 11 and 15; (b) any other provision of this Agreement that, by its express terms, is intended to survive the termination or expiration of this Agreement; and (c) any other provision of this Agreement that, in light of its context and underlying purpose, must survive such expiration or termination in order to give effect to the parties' intent.

14. FORCE MAJEURE

    Neither Party will be liable to the other for any failure to fulfil obligations (other than payment obligations) caused by circumstances beyond its reasonable control and not caused by the negligence of the non-performing Party. Such circumstances shall include without limitation acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental laws and regulations imposed after the fact, fire, communication line failures, power failures, internet failures, or earthquakes, floods or other natural disasters to the extent beyond the reasonable control of the non-performing Party.

15. NON-SOLICITATION OF EMPLOYEES

    As a material part of the consideration for this Agreement, and in recognition of the special access that each Party will have to the other Party's employees, each Party agrees that during the Term of this Agreement and for a period of two (2) years thereafter, without the other Party's prior written permission, such Party shall not directly or indirectly solicit for employment, or contact with a view to employment, any person who is then employed by the other Party or its affiliates, or any person who was so employed at any time during the sixmonth period prior to the date of such solicitation or contact.

16. GOVERNING LAW; JURISDICTION AND VENUE

    1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Texas, without regard to any provisions pertaining to conflict of laws.
    2. Each Party irrevocably consents and submits to the jurisdiction of the United States District Court for the Western District of Texas, Austin Division, or the Texas State District Court for Travis County, Texas, with respect to any dispute arising out of this Agreement.

17. SEVERABILITY

    1. If any provision (or part of a provision) of this Agreement is found by a court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

18. WAIVER

    1. No waiver of any of the terms and conditions of this Agreement will be binding or effectual for any purpose unless expressed in writing and signed by the parties hereto, and any such waiver will be effective only in the specific instance and for the purpose given.
    2. No failure or delay on the part of either Party hereto in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

19. ASSIGNMENT

    Neither Party may assign, transfer, sub-contract or otherwise part with this Agreement or any part thereof or any right or obligation under it, without obtaining the other Party's prior written consent thereto; provided, however, that Service Provider may delegate some or all of its obligations under this Agreement to its affiliates, but no such delegation shall relieve Service Provider of its duties and obligations hereunder.

20. ENTIRE AGREEMENT

    1. This Agreement constitutes the whole agreement between the Parties as to the subject matter hereof and no agreements, representations or warranties between the Parties regarding the subject matter hereof other than those set out herein are binding on the Parties. This Agreement specifically revokes all previous agreements between the Parties in as far as same are inconsistent with the terms of this Agreement.
    2. Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

21. AMENDMENT

    These Terms may not be amended or otherwise modified except by written instrument duly signed by both Parties.

22. RELATIONSHIP OF THE PARTIES

    The only relationship established by the Terms of Service is that of two independent contracting parties. Nothing contained herein is intended to establish a partnership, joint venture, agency, or similar relationship.

23. NOTICES

    1. All notices to be given hereunder shall be in writing, shall be effective when received or personally delivered, and shall be delivered personally, mailed by registered or certified mail (return receipt requested) with all postage prepaid, or sent by reputable express courier service (receipt verified), to the respective parties at the addresses set forth below or such other address as may be specified by like notice.
       
       

       Notice Address for Service Provider:

       
       

       2301 S IH 35 Frontage Road, Austin, TX, 78741
       Attn: Director of Operations

       
       
       
    2. Either party may, by written notice to the other party, change any of the addresses at which, or the designated person for whose attention those notices or other communications are to be given.