General End User Agreement

General

This End User Agreement (“Agreement”) is between BeLocal, its affiliated businesses and subsidiaries (collectively, “BeLocal”, “we”, “us” or “our”) and you.

Before you begin to use the Hosted Services, please read this Agreement. If you do not understand or do not agree with this Agreement, please navigate away from this website and do not use the Hosted Services.

By clicking on the “I agree” (or similar button) that is presented to you at the time of your order, or by accessing the Hosted Services or associated services, you are indicating your assent to be bound by this Agreement.

This Agreement governs BeLocal’s hosted or cloud-based solutions (“Hosted Services”) and any related product, support or maintenance services provided by BeLocal (“Products”). This Agreement may be amended by us from time to time, subject to the terms in Section 15 (Changes to this Agreement) below.

1. Hosted Service access and availability

1.1. Account Registration

(a) You will need to register for a BeLocal account in order to place orders or access or receive Hosted Services and Products. In certain circumstances, your registration may be partially or wholly fulfilled through your existing registrations with third parties (eg single-sign-on), in which case you agree to provide your consent for BeLocal to utilize your registration details (which may include personal information) for the purposes of this Section 1.1(a).

(b) Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your account.

1.2. Authorized users

(a) Only users who have paid the required fees and agree to this End User Agreement (“Authorized Users”) may access and use the Products. Some products may allow you to designate different types of authorized users, and pricing and functionality may vary according to the type of authorized user.

(b) You may also permit your customers to have limited access to certain Products as Authorized Users, in which case, you will remain responsible for their use of the Hosted Services and Products as you would be for any other Authorized User. BeLocal will not have any direct or indirect liability or obligation to any of your customers. Further, you will defend, indemnify and hold harmless BeLocal from and against any loss, cost, liability or damage, including attorney fees, for which BeLocal becomes liable arising from or relating to any claim brought against us by your customers arising out of their use of the Hosted Services or Products through you.

(d) You must ensure that all Authorized Users keep their user IDs and passwords for the Hosted Services strictly confidential and not share such information with any unauthorized person. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify BeLocal of any unauthorized use of which you become aware.

1.3. Access to Hosted Services

(a) Subject to the terms and conditions of this Agreement, BeLocal grants you a non-exclusive right to access and use the Hosted Services during the applicable Subscription Term. You acknowledge that our Hosted Services are on-line, subscription-based products and that we may make changes to the Hosted Services from time to time.

(b) We reserve the right to modify, discontinue or disable all or part of the Hosted Services, on either a permanent or temporary basis, at any time. We may suspend, terminate or limit your access to all or part of the Hosted Services at any time if you breach this Agreement.

1.4. Subscription terms and renewals

Hosted Services are provided on a subscription basis for a set term specified in your order. Except as otherwise specified in your order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription. If you cancel, your subscription will terminate after 30 days from the date we receive your notification, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

2. Data

2.1. Your Data

(a) “Your Data” means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through the Hosted Services.

(b) You will retain all rights, title and interest in and to Your Data in the form provided to BeLocal. Subject to the terms of this Agreement, you hereby grant to BeLocal a non-exclusive, worldwide, royalty-free right:

to collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Hosted Service and Products; and
or Hosted Services and Products that enable the sharing of Your Data or interact with other people, to distribute and publicly perform and display Your Data, BeLocal may also access your account to utilizeYour Data.

2.2. General

(a) You must ensure that your use of the Hosted Services and all Your Data is at all times compliant with Section 3 (Acceptable use), all applicable local, state, federal and international laws and regulations (“Laws”). You represent and warrant that:

you have obtained all necessary rights, releases and permissions to provide all Your Data to BeLocal and to grant the rights granted to BeLocal in this Agreement; and
Your Data and its transfer to and use by BeLocal as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy or rights of publicity and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies.

(b) Other than its security obligations under Section 2.4 (Security), BeLocal assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing or transmitting it.

2.3. Sensitive data

You will not submit to the Hosted Services (or use the Hosted Services to collect): any personally identifiable information (except as necessary for the establishment of your BeLocal account), patient or medical records, personal financial details or other protected information regulated by any federal or state laws, rules or regulations (“Sensitive Data”). Notwithstanding any other provision to the contrary, BeLocal has no liability under this Agreement for the storage, transmission or publication of Sensitive Data.

2.4. Security

BeLocal implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Hosted Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.

2.5. Indemnity for Your Data

You will defend, indemnify and hold harmless BeLocal from and against any loss, cost, liability or damage, including legal fees, for which BeLocal becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law.

2.6. Removals and Suspension

BeLocal has no obligation to monitor any content uploaded to the Hosted Services. Nonetheless, if we deem such action necessary based on your violation to this Agreement or in response to takedown requests that we receive, we may (i) remove Your Data from the Hosted Services, or (ii) suspend your access to the Hosted Services. We may alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Hosted Services or other users, we may suspend your access immediately without notice. You may continue to be charged for the Hosted Service during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access to any Hosted Services as described in this section.

2.7. Deletion at end of Subscription Term

We will retain Your Data for a period of time after the termination of your Subscription Term for administrative and regulatory compliance purposes. We will subsequently remove or delete Your Data after a period of time.

2.8. Privacy Policy

Data collected from users is subject to BeLocal’s Privacy Policy, which forms part of this Agreement.

3. Acceptable use

Through the Hosted Services, you may make available for publication certain information or material, including but not limited to text, sounds, music, software, photographs, videos, data, graphics, images, logos, button icons, audio clips, messages, links, digital map data, directory listings or any other content (collectively “Content”).

No unlawful, infringing or offensive activity

You must not post, transmit to or via the Hosted Services (including any features, functions, online transactions, search engines, business listing information, quotes and/or other products or services offered by us from time to time) information or Content which breaches any laws or regulations, infringes a third party’s rights or privacy or is offensive or contrary to any relevant standards or codes, including generally accepted community standards. You must not permit or enable another person to do any of those things.

Examples of unlawful, infringing or offensive activity includes, but is not limited to, Content or material that:

is false or misleading, abusive, harassing, defamatory, offensive, humiliating, vulgar, obscene, pornographic, racist, discriminatory or invasive of another’s privacy;
is an infringement of the intellectual property rights of another party;
is not owned by you;
may encourage criminal activity;
contravenes any applicable laws, regulations, codes and standards;
disturbs or damages the Hosted Services or the Content of other users;
damages us or our reputation; or
otherwise breaches this Agreement.

We may withdraw or alter any Content or material you provide us for display through the Hosted Services at our absolute discretion, including without limitation, if we:

reasonably consider it is inappropriate, offensive, misleading or deceptive, defamatory, incorrect or in any other way a breach of this Agreement or any law or third party rights; or
are instructed to do so by any third party.

Disruption

You must not:
compromise the integrity of our systems, including probing, scanning or testing the vulnerability of any system or network that hosts our services;

tamper with, reverse-engineer or hack our services, circumventing any security or authentication measures or attempting to gain unauthorized access to the services, related systems, networks or data;
modify, disable or compromise the integrity or performance of the services or related systems, network or data;
decipher any transmissions to or from the servers running the services;
overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc) such as using “robots”, “spiders”, “offline readers”, or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time using a normal browser; or
consume an unreasonable amount of storage for music, videos, pornography, etc in a way that’s unrelated to the purposes for which the services were designed.

Fair use by users

All Content made available on or via the Hosted Services is provided for informational purposes only. The Content may only be used and reproduced for personal and non-commercial use. The following are examples of unacceptable use: (a) Content framing; (b) Content scraping; Content data-mining; (d) Content extraction; (e) Content re-distribution; mirroring of material; or using the Hosted Services in any way which would interfere with its operation for other parties.

4. Professional services

4.1. General

(a) You may request us to provide Professional Services to you via written notice through our messaging applications, service tickets or email to our customer success teams. All service requests must be communicated via our processes or they may not be put into effect.

(b) While we endeavor to complete service requests as soon as possible, the timeframe for completion is often dictated by available resources, the volume and complexity of service requests and the timeliness in which you respond to our requests. You acknowledge that we are not responsible for any damages or consequential loss due to the timing of when Professional Services are completed.

4.2. Service Delivery

(a) We reserve the sole right to determine how the Professional Services are performed, including the engagement of third parties, in part of in whole.

(b) We may request you to provide certain Content or access to other applications. Our performance of the Professional Services may be dependent upon the timeliness and quality of the Content that you provide.

(c) Our solutions are highly technical and require adherence to certain criteria. We reserve the ultimate right to determine the design, Content, content sets and services required to meet these criteria. We will endeavor to accommodate your specific requests where possible, however, if you do not agree with the Professional Services implemented, your only remedy is to stop using the Hosted Services. Notwithstanding the foregoing, you are still liable for all contracted fees for the remainder of your Subscription Term.

4.3. Indemnity for Professional Services

You will defend, indemnify and hold harmless BeLocal, our agents, representatives, third-party service providers, employees and affiliates from and against any loss, cost, liability or damage, including legal fees, for which BeLocal becomes liable arising from or relating to any claim relating to Professional Services provided to you.

5. Financial Terms

5.1. Payment

(a) You agree to pay all fees in accordance with each Product order.

(b) If you have ordered the Product directly from BeLocal, you may be required to pay BeLocal directly in order to access the Product. Payments direct to BeLocal are non-refundable, non-cancellable and non-creditable.

(c) If you have ordered the Product through an authorized BeLocal channel partner, you may be required to pay that authorized BeLocal channel partner in order to access the Product.

(d) In making payments, you acknowledge that you are not relying on future availability of any Products beyond the current Subscription Term or any Product upgrades or feature enhancements.

(e) If you provide your credit card details to BeLocal, you agree that we may bill your credit card for renewals, additional Products, additional users, services and unpaid fees, as applicable.

(f) Late payments may incur interest at the highest prevailing statutory rate or if not available, 12% per year.

(g) Should BeLocal refer the collection of your outstanding payments to a debt recovery specialist, legal firm or similar agent, BeLocal reserves the right to recover from you, any and all costs associated with such engagements in addition to your outstanding payments.

5.2. Taxes

Your payments under this Agreement exclude and taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by BeLocal, you must pay to BeLocal the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to BeLocal any such exemption information, and BeLocal will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

6. Restrictions

Except as otherwise expressly permitted in this Agreement, you will not:

(a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicence, transfer or provide access to the Products to a third party;

(b) use the Products for the benefit of any third party;

(d) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use;

(e) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by law;

(f) remove or obscure any proprietary or other notices contained in any Product; or

(g) publicly disseminate information regarding the performance of the Products.

7. Ownership

7.1. General Ownership

Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. BeLocal and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products (including all “free” or “no-charge” Products), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for BeLocal.

7.2. Domain Name Ownership

In circumstances where BeLocal acquires a domain name to be used in providing a solution to you, you expressly agree that BeLocal owns that domain name and that you have no legal or equitable right to that domain name. We may charge you a fee to access and use that domain name. We may agree to transfer ownership to you, in which case, you will then be responsible for maintaining that domain name. Where you own a domain name that is used by BeLocal to provide a solution to you, you agree to keep that domain name active. BeLocal is not liable for any losses due to an inactive domain name and no credit will be provided to you if a solution is affected by such inactivity.

8. Confidentiality

Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure. Any BeLocal technology and any performance information relating to the Products shall be deemed Confidential Information of BeLocal without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon such disclosure by the Receiving Party, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Product.

9. Term and Termination

This Agreement is in effect for as long as you have a valid subscription (“Subscription Term”), unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement before the expiration of the Subscription Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Agreement before the expiration of the Subscription Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this Agreement at any time with notice to BeLocal, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused software, Hosted Services subscriptions, or services except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once this Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access any Products, or any information or materials that we make available to you under this Agreement, including BeLocal Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third party systems operated on your behalf) and provide written certification to us that you have done so at our request. The following provisions will survive any termination or expiration of this Agreement: Sections 2.5 (Indemnity for Your Data), 5.1 (Payment), 5.2 (Taxes), 6 (Restrictions), 7 (Ownership), 8 (Confidentiality), 9 (Term and Termination), 10 (Warranty Disclaimer), 11 (Limitation of Liability), 12 (Force Majeure), 13 (Third Party Vendor Products), and 18 (General Provisions).

10. Warranty Disclaimer

ALL PRODUCTS ARE PROVIDED “AS IS,” AND BELOCAL AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. BeLocal SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF BELOCAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BELOCAL NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Limitation of Liability

NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR PRODUCTS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE US$20. THIS SECTION 10 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU UNDER ANY ORDERS, (2) EITHER PARTY’S EXPRESS INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS IN THIS AGREEMENT, OR (3) YOUR BREACH OF SECTION 5 (RESTRICTIONS). TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER. The parties agree that the limitations specified in this Section 10 (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

12. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

13. Third Party Vendor Products

BeLocal or third parties may from time to time make available to you (e.g., through the BeLocal Market) third-party products or services, including but not limited to add-ons and plugins as well as implementation, customisation, training, and other consulting services. If you procure any of these third party products or services, you do so under a separate agreement (and exchange of data) solely between you and the third party vendor. BeLocal does not warrant or support non-BeLocal products or services, whether or not they are designated by BeLocal as “verified” or otherwise, and disclaims all liability for such products or services. If you install or enable any third party products or services for use with BeLocal products, you acknowledge that BeLocal may allow the vendors of those products and services to access Your Data as required for the interoperation and support of such add-ons with the BeLocal products. BeLocal shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third party add-on vendors.

14. Publicity Rights

We may identify you as a BeLocal customer in our promotional materials, unless you request otherwise when your contract with us is signed.

15. Due Authority

Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.

16. Changes to this Agreement

We may update or modify this Agreement from time to time. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, through your BeLocal account, or in the Product itself). If we modify the Agreement during your Subscription Term, the modified version will be effective upon your next renewal of a Subscription Term. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including canceling any terms set to auto-renew. With respect to No-Charge Products, accepting the updated Agreement is required for you to continue using the No-Charge Products. You may be required to click through the updated Agreement to show your acceptance. If you do not agree to the updated Agreement after it becomes effective, you will no longer have a right to use No-Charge Products. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.

17. Governing Law

This Agreement will be governed and construed in accordance with the applicable law of the state of Florida, United States, without giving effect to the principles of that State relating to conflicts of laws. You and us submit to the non-exclusive jurisdiction of the courts of Orange County, Florida and waive, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum. Notwithstanding the foregoing, BeLocal may bring a claim for equitable relief in any court with proper jurisdiction.

18. General Provisions

18.1. Notices

Any notice under this Agreement must be given in writing. We may provide notice to you via email or through your account. Our notices to you will be deemed given upon the first business day after we send it. You may provide notice to us by mail to BeLocal, 10244 Emerald Woods Ave, Orlando, FL, 32836. Your notices to us will be deemed given upon our receipt.

18.2. Assignment

You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent.

18.3. Severance

If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

18.4. No Agency

The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give one party the express or implied right, power or authority to create any duty or obligation of the other party.