Simple Closure, Inc.

Terms of Service

Effective Date: October 18, 2024

Welcome and Introduction

Welcome to Simple Closure! We operate a platform to assist companies in the dissolution, wind-up, and shut down process. In these Terms, the term “Services” is used to refer to your use of our websites (https://simpleclosure.com/), web application(s), registering for an account, our Referral Program, and any other services and tools now known or later developed by us. The term “Services” also includes any related support services, new features, and any release of new features. BY SIGNING UP FOR AND UTILIZING OUR SERVICES, YOU ACKNOWLEDGE THAT WE ARE NOT A LAW OR ACCOUNTING FIRM AND DO NOT PROVIDE LEGAL OR ACCOUNTING ADVICE. IF YOU NEED LEGAL OR ACCOUNTING ADVICE, WE SUGGEST YOU ENGAGE A LOCAL ATTORNEY OR CERTIFIED PUBLIC ACCOUNTANT FOR SUCH ADVICE AND INFORMATION.

These Terms of Service (“Terms”), together with any Service Agreement, associated exhibits, and our Privacy Policy constitute a binding legal agreement (collectively the “Agreement”), between you (individually or on behalf of the company you represent) and Simple Closure, Inc. (“Simple Closure,” “Company,” “we,” “us,” “our”), which owns and offers the Services pursuant to the Agreement. The Agreement is effective when you register for an account, enter a Service Agreement, or otherwise use the Services or access any content or material that is made available by us through the Services (“Content”). Some Content may be provided by you.

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND THE APPLICABLE ENTITY TO THESE TERMS; (II) YOU HAVE READ AND UNDERSTAND THESE TERMS; AND (III) YOU AGREE ON BEHALF OF THE PARTY THAT YOU REPRESENT TO THESE TERMS.

These Terms incorporate our Privacy Policy. You acknowledge that you have read and understood the Privacy Policy. If you do not agree with (or cannot comply with) the Privacy Policy or the Agreement, then you may not use the Services or consume any Content. You will also be required to accept these Terms when you sign into the Services.

If you wish to use the Services, you must be at least 18 years old (or the age of majority in your state, province, or country). You agree to keep the information you provide to us current at all times.

Company reserves the right at any time to change or discontinue the Services with or without notice. You agree that Company is not liable to you or to any third party for any modification, suspension, or discontinuance of any of the Services.

In consideration for the rights granted to you under the Agreement, you grant us the right to provide advertising and other information to you. In any part of the Services, the Content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties. Some Content licensed, provided to, or otherwise made available by us may contain advertising as part of the Content.

If you have a separate agreement with us, including our Service Agreement, the terms of that separate agreement control regarding any conflict with the provisions herein.

You may access the Services via a mobile phone or other mobile device. You acknowledge that your mobile carrier's standard charges and data rates apply to any access to the Services from any mobile device. Further, your access to the Services may be limited by your mobile carrier's terms and policies or by your mobile device's settings, software, and hardware. We are not responsible to provide the Services to you based on your mobile carrier's or mobile device's requirements or limitations.

Your Account

You may sign up for the Services using our online onboarding process (“Registration”). Registration is required to use our Services. All Registration information is incorporated into the Agreement, and you agree to its provisions as if fully set forth herein.

You are responsible for maintaining the confidentiality of any account information, including logins and passwords, and for restricting access to computers and mobile devices that have access to the Services, and you agree to accept responsibility for all activities that occur under your account. Company reserves the right to refuse service, terminate accounts, and remove or edit Content in its sole discretion. You are also solely responsible for the accuracy and currency of the information entered into the Services under your account.

The Services may provide you with the opportunity to invite employees, contractors, and other service providers (“Collaborators”) to access Your Data and User Content associated with your account. If this functionality is made available to you and you use this functionality, you are solely responsible for the actions of your Collaborators. Company may limit the number of Collaborators and may require a Collaborator to obtain a paid license at any time, in Company’s sole and absolute discretion. Collaborators are not third-party beneficiaries of the Agreement and are not entitled to any remedies or rights under the Agreement.

You agree to indemnify and hold Company harmless from and against any claim related to the accuracy or currency of the information you provide through the Services.

Payment

If your use of the Services requires payment, you must pay for said Services (“Fee”). The description of the Services and the associated Fees are set forth in the Registration information, a separate agreement, or order form.

When you sign up using a credit card or other payment method, you authorize us to make the charges disclosed to you at the time of Registration, including recurring payments, where applicable. We will charge your credit card, debit card, or other prescribed payment method according to said payment terms.

Term

The term of these Terms is for one (1) year from the time you create an account with us or sign up for the Services, with renewal occurring automatically at the end of each year unless: (1) a party notifies the other not less than thirty (30) days prior to the end of the then-current term that it intends to terminate the Agreement; or (2) all steps taken in the Services to complete your dissolution, wind up, and shut down are completed.

License and Acceptable Use

Company grants you, subject to the Agreement, a limited non-exclusive, non-sublicensable, non-transferable, revocable, license to use the Services. You may not download any portion of the website, web application, or use any of the Services other than for your own internal use. You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Services for any commercial purpose other than those purposes expressly prescribed and contemplated by us. You may not use any of the Company’s trademarks, logos, or other proprietary graphics without express written permission, which may be denied in Company’s absolute discretion. Company’s logos, product and service names are Company's trademarks. All other trademarks appearing on the website, web application, or in connection with the Services are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.

In addition to any other things that might constitute a misuse of the Services, you shall not, and shall not attempt to do the following things:

• modify, alter, tamper with, repair or otherwise create derivative works of any of the Services;
• reverse engineer, disassemble or decompile the software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so;
• use the Services for research or benchmarking or any related endeavor with the intent of creating a competing or similar product;
• create a competing or similar product to the Services;
• use the Services in any manner or for any purpose other than as expressly permitted by the Agreement, the Privacy Policy, or any other policy, instruction or terms applicable to the Services;
• sell, lend, rent, resell, lease, sublicense, or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
• remove, obscure or alter any proprietary rights notice pertaining to the Services;
• use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; - (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Company; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (v) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
• interfere with or disrupt servers or networks used by Company to provide the Services or used by other users to access the Services, or violate any third-party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the Services;
• access or attempt to access Company’s other accounts, computer systems or networks not covered by the Agreement, through password mining or any other means;
• cause, in Company’s sole discretion, inordinate burden on the Services or Company’s system resources or capacity; or
• share passwords or other access information or devices or otherwise authorize any third party to access or use the Services.

Exchange and Use of Information

A. Communications

When you access the Services, submit documents and other information through the Services, or send emails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by email, Slack, the internal messaging platform in the Services, or by posting notices on our website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

Your consent above includes your express consent for us to send you promotional, marketing, informational, and administrative messages. You can unsubscribe from further messages by replying STOP.

B. Third-Party Communications

Parts of the Services require us, through our employees, contractors, and agents, to contact third parties, including but not limited to, investors, directors, vendors, creditors, debtors, and government agencies, on your behalf. You hereby grant us and our employees, contractors, and agents, authorization to contact, converse, negotiate, and otherwise deal with third parties as part of our provision of the Services. Please note that this authorization does not include any power of attorney or other authority to sign documents or enter into any agreement with any third party.

Further, you authorize Company and its subcontractors, as part of the Services, to file documents on your behalf with government agencies. For example, the Services may offer the ability for Company to file a certificate of dissolution with the state of your incorporation or organization. Your authorization under this Section allows Company to file necessary documents with agencies to perform the Services.

C. Your Data

Your use of the Services may involve the processing of information concerning you or your operations, including specific information regarding employees, shareholders, investors, vendors, customers, clients, and services. This specific information (“Your Data”) belongs to you, subject to your license to us and the provisions of our Privacy Policy. If you include any personally identifiable information in Your Data when interacting with the Services, you acknowledge that you have obtained all necessary consents required for us to process such information. You shall indemnify and hold Company harmless from any claims related to our processing personally identifiable information you include in Your Data.

You grant us a non-exclusive, transferable, sub-licensable, royalty-free and fully paid up, perpetual, irrevocable, worldwide license to use, reproduce, make available, publish, translate, modify, create derivative works from, and distribute Your Data in connection with the Services through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created to provide and improve the Services or for our other legitimate business interests, as restricted by the Privacy Policy. Your license to us includes permission for us to aggregate, anonymize, and de-identify Your Data to use for any legal purpose. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in Your Data. Where applicable and permitted under applicable law, you also waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of Your Data.

D. Received Materials

If you send us any comments, feedback, materials, or letters including, without limitation, questions, comments, suggestions, criticisms or the like (“Received Materials”), those Received Materials may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company has no obligation of any kind with respect to such Received Materials, and Company may reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and distribute the Received Materials without limitation or restriction. Furthermore, Company may use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing our Services using such information or ideas, without compensation or any other obligations to anyone, including you. “Received Materials” do not include proprietary or your otherwise confidential information, such as intellectual property, cap tables, etc.

You grant us a non-exclusive, transferable, sub-licensable, royalty-free and fully paid up, perpetual, irrevocable, worldwide license to use, reproduce, make available, publish, translate, modify, create derivative works from, and distribute any the Received Materials in connection with the Services through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created to provide and improve the Services or for our other legitimate business interests, as restricted by the Privacy Policy. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the Received Materials. Where applicable and permitted under applicable law, you also waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any Received Materials.

Furthermore, Company may use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.

E. User-Generated Content

You may upload and contribute (“upload”) content to the Services (which may include, for example, documents, text, information, pictures, videos, compilations, or other types of content) (“User Content”).

You promise that, with respect to any User Content you post, (1) you have the right to upload such User Content, and (2) such User Content, or its use by Company as contemplated by the Agreement, does not violate the Agreement, applicable law, or the intellectual property right, including without limitation copyright, publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Company or any entity or individual without express written consent from such individual or entity. If you upload any personally identifiable information in User Content when interacting with the Services, you acknowledge that you have obtained all necessary consents required for us to process such information. You shall indemnify and hold Company harmless from any claims related to our processing personally identifiable information you include in User Content.

We may, but we have no obligation to, monitor, review, or edit User Content. In all cases, we reserve the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in our sole discretion, violates the Agreement. We may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.

When you upload User Content, you acknowledge that the User Content may be viewed by other individuals, including third parties necessary with whom it is necessary for us to communicate to provide the Services. You agree that we may share your User Content with any company or individual.

You grant us a non-exclusive, transferable, sub-licensable, royalty-free and fully paid up, perpetual, irrevocable, worldwide license to use, reproduce, make available to applicable third parties, publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Services through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Your license to us includes permission for us to aggregate, anonymize, and de-identify User Content to use for any legal purpose. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any User Content.

You are solely responsible for all User Content that you post and share in any manner. We are not responsible for User Content, nor do we endorse any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST US RELATED TO USER CONTENT THAT YOU UPLOAD, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF OR RELATED TO SUCH CLAIM.

Referral Program

If you are a current or former Simple Closure customer, you may be eligible to refer new customers to us to receive a reward and a discount on our Services for said new customer (“Referral Program”). If you participate in the Referral Program, the following terms apply:

A. Referral Program Definitions

• “Discount” means the specific discount on our Services connected with the specific Referral Code sent by Referrer to Recipient.
• “Recipient” means an individual or entity who has never engaged with Simple Closure for the provision of any Services.
• “Referral Code” is the specific link provided by us to a Referrer to send to prospective Recipients.
• “Referrer” means a current or former Simple Closure customer.
• “Referred Customer” means a Recipient that has engaged with Simple Closure for provision of any Services within ninety (90) days of said Recipient contacting us.
• “Reward” means one of the pre-selected gifts available to Referrer for each Referral, which may be offered from time to time in Simple Closure’s sole discretion.

B. Eligibility

Each Referrer must be at least 18 years old and a resident of the United States of America. All of our owners, directors, officers, executives, employees, and stakeholders, and said individuals’ immediate family members, are disqualified from participating in the Referral Program.

C. Referral Program Rules

• We will offer Referral Codes to eligible Referrers who wish to participate in the Referral Program at our discretion.
• Referrer must share a Referral Code with a Recipient and Recipient must use the Referral Code to engage with us to receive the Discount and for Referrer to receive a Reward.
• Within forty-five (45) days of a Recipient converting to a Referred Customer, we will send Referrer an email to choose their Reward. Referrer must choose a Reward within thirty (30) days of said email to receive the Reward. Upon Referrer’s choice, we will send Referrer the chosen Reward within fourteen (14) days.
• Referrer is responsible for entering all correct contact information to receive a Reward.
• Referrer is limited to receiving ten (10) Rewards in each calendar year unless otherwise agreed to in writing.
• All Rewards are non-transferable.
• We may modify or terminate the Referral Program in our sole discretion, without prior notice. Any changes will be made through these Terms.
• Referrer shall not: (a) send Referral Codes to any companies of which Referrer is an owner, officer, or director; (b) send Referral Codes to any current Simple Closure customers; (c) send Referral Codes to any company that is not a company organized in the United States; or (d) create or own more than one account for purposes of the Referral Program, either directly or in connection with another person.
• Any violation of these Terms automatically disqualifies any individual from participating in the Referral Program.
• Referrer shall pay all taxes associated with Referrer’s receipt of any Reward.
• Referrer shall obtain all necessary consents for Simple Closure to contact any Recipient.
• All Recipients hereby give express prior written consent to be contacted by Simple Closure or our services providers for all purposes. Any person may opt-out of messages at any time.
• To participate, the Referrer and Recipient must agree to these Terms.
• Referrers and Recipients shall not engage in any conduct that artificially fulfills referrals or that violates any applicable laws regarding electronic or other communications, including and without limitation, the CAN-SPAM Act.
• Referrers shall not make any statement, warranty, or representation regarding the Services that is not made publicly by Simple Closure.
• Referrers shall not offer any compensation or consideration to any person to induce them to become a Recipient or Referred Customer.
• The Referral Program and Referral Codes are only valid for first-time users.
• We reserve the right, in our sole discretion, to disqualify any individual who: tampers or attempts to tamper with the referral process, the operation of the Referral Program, the Services, violates these rules, or takes any action that, in our sole discretion, tends to reduce the quality of our Services.

Changes to these Terms; Assignment

At certain times, we may in our discretion need to revise these Terms. If we do, we will notify you by posting notices on the website, through our web application, or by emailing you, as appropriate in the circumstances. If you continue using the Services after the effective date of the changes, you will be deemed to have accepted the revisions. If you do not agree to the revisions, you may terminate the Agreement by notifying us via email at contact@simpleclosure.com or by terminating your account through your account settings. Any other changes to these Terms must be in writing signed by both parties. Company may assign the Agreement to any other company, person, or entity at any time.

Third-Party Integrations and Applications

The Services might be integrated with third-party applications, websites, and services (“Third Party Applications”) to make available content, products, and services to you and to help our Services be more effective. These Third- Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.

Links

Company may provide links to other websites, applications, or resources or use widgets through our website or otherwise in the Services. Because we have no control over such sites, applications, or resources, you acknowledge and agree that Company is not responsible for the availability or content of such external sites, applications, or resources. You may create a link to our website so long as the link does not portray Company or its products or services in a false, misleading, derogatory, otherwise offensive manner. You may not use any of Company’s logos, trademarks, or other proprietary graphics as part of your link.

Third-Party Rights

Other than as set out in this section, the Agreement is not intended to grant rights to anyone except you and Company, and in no event will the Agreement create any third-party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreement are not subject to the consent of any other person.

Copyright and Title

The Services and all copyrights, trade secrets and other proprietary rights related to the Services, including any derivative work, are, and will remain the sole property of Company, regardless of the use made by you; and are protected by certain United States and international copyright laws and trademark laws. The Services are licensed, not sold, to you. Neither the Agreement nor the use of the Services confers any title of ownership in the Services and are not a sale of any rights in the Services, including any intellectual property rights related thereto.

Disclaimer of Warranty

EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY, ACCURACY, OR TRUTHFULNESS OF ANY INFORMATION PROVIDED BY OR WITH RESPECT TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE WEBSITE AND WEB APPLICATION SHALL BE UNINTERRUPTED OR ERROR-FREE. Because some jurisdictions may not allow the exclusion of implied warranties, such limitation may not apply in its entirety to you. Any warranties made in the Agreement are for your benefit only.

Limitation of Liability

IN NO EVENT WILL COMPANY, ITS SUPPLIERS, SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING OUT OF THE AGREEMENT OR THE USE OF OR RELIANCE UPON THE SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL COMPANY’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THE AGREEMENT AND USE OF THE SERVICES, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE SIX-MONTH PERIOD BEFORE THE CLAIM AROSE, OR A MAXIMUM OF $100.00, WHICHEVER IS MORE. THE PARTIES AGREE THAT THIS SECTION SURVIVES AND CONTINUES IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCH LIMITATIONS MAY NOT APPLY.

Service Limitations and Modifications

Company will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You acknowledge that Company has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. Company and the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.

Termination; Survival

The Agreement will continue to apply to you until it expires by its terms or is terminated by either you or Company. However, you acknowledge that the perpetual license granted by you in relation to Your Data and User Content is irrevocable and will therefore continue after expiration or termination of any of the Agreement for any reason. We may terminate the Agreement or suspend your access to the Services at any time, including in the event of your actual or suspected unauthorized use of the Services or Content, or non-compliance with the Agreement.

Any sections of the Agreement that, either explicitly or by their nature, appear to be reasonably intended to remain in effect even after termination of the Agreement, survive termination.

Post-Termination Assistance

For a period of thirty (30) days following termination for any reason, Company will provide Your Data and User Content to you in a reasonably approved format, upon request. If you desire any other assistance to transition to a new provider of similar services, Company may do so in its discretion after receipt of reasonable fees at Company’s standard hourly rates for the provision of such transition services.

Independent Contractors

The parties to the Agreement are independent contractors, and there is no actual or intended relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party is an agent of the other party, unless specified herein, and neither party has the authority to bind the other party, or to incur any obligation on the other party’s behalf.

Governing Law and Jurisdiction

Delaware law governs the validity, construction, and performance of the Agreement, without reference to choice of law principles. You expressly agree that exclusive jurisdiction and venue for any claim or dispute with Company, the Agreement, or relating in any way to your use of the Services, resides in the federal and state courts located in San Diego County, California, and you submit to and consent to jurisdiction and venue in said courts. You waive any defense pertaining to jurisdiction and venue. In the event any provision hereof is held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement remain in full force and effect.

Attorney Fees

In case of an action to enforce any rights or conditions of the Agreement, or appeal from said proceeding, the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.

Entire Agreement

The Agreement is a binding contract and, inclusive of any Registration, Service Agreement, and our Privacy Policy, constitutes the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified as provided herein.

Non-Waiver

No waiver of any provision of the Agreement constitutes a waiver of any other provision, whether or not similar, nor does any waiver constitute a continuing waiver. Failure to enforce any provision of the Agreement does not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.

Severability; Binding Effect

If any provision of the Agreement is invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the Agreement are not impaired. The Agreement is binding on and inures to the benefit of the parties and their permitted heirs, personal representatives, successors, and assigns.

Force Majeure

Company is not liable for, in breach of, or in default under the Agreement on account of, any delay or failure to perform as required by the Agreement because of any cause or condition beyond Company’s reasonable control.

Defense and Indemnification

In addition to the other provisions of the Agreement, you shall defend Company, and Company's employees, officers, directors, agents, subsidiaries, affiliates, representatives, successors, and assigns (collectively “Company Parties”) from any actual or threatened third-party claim arising out of or based upon (1) your and your Collaborators’ use of the Services, including without limitation any claim based on the inaccuracy, untimeliness, or incompleteness of any information, (2) your failure to comply with any of the provisions of applicable law, and (3) your material breach of any of the provisions of the Agreement. In addition, you shall indemnify, defend, and hold harmless the Company Parties from and against: (a) all damages, costs, and attorney fees finally awarded against the Company Parties in any proceeding under this section; (b) all out-of-pocket costs (including reasonable attorney fees) reasonably incurred by the Company Parties in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and (c) if any proceeding arising under this section is settled, any amounts to any third party agreed to by you in settlement of any such claims. The Company Parties may control, in their sole discretion, the defense or settlement of any third-party claims.

Company shall indemnify and hold you harmless from any final judgment (except through confession of judgment) obtained by a third party due to Company's actual (not alleged or perceived) infringement of a third-party's intellectual property rights through Company's Services.

Privacy Rights

Use of the Services may involve the processing of the personal information of various individuals, including employees, administrators, investors, directors, officers, vendors, contractors, end users, and others. We strive to comply with all applicable laws related to privacy protection, and you shall also comply with all such laws.