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Terms and Conditions
- NOTICE. Any notice required to be given under this Agreement shall be in writing and delivered personally, mailed by certified, registered, or express mail, return receipt requested, or sent by Federal Express, United Parcel Service, or any other established overnight delivery service, charges prepaid or charged to the sender’s account, to the other party at the addresses listed herein. Such notice shall be deemed given when personally delivered, seventy-two (72) hours after the deposit thereof in the United States mail, postage prepaid, or upon delivery if delivery is confirmed by the delivery service. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
- CHOICE OF LAW. This Agreement shall be governed by and construed under and in accordance with the law of California that would apply if all parties were residents of California and the Agreement was made and performed in California. Jurisdiction shall be in Los Angeles County, California.
- AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their officers, directors, employees, subsidiaries, agents, affiliates, heirs, administrators, successors and assigns.
- ASSIGNABILITY. Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Company.
- WAIVER. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
- SEVERABILITY. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
- ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their agreement. This Agreement shall not be modified or amended except in writing signed by the parties and specifically referring to the Agreement; provided, however, the Company reserves the right to either modify or discontinue the Services available at any time, including by modifying our service packages with or without notice to Client. The Company will use reasonable efforts to provide Client with advance notice if any of the changes adversely affects the Services provided.
- DISPUTES. Client and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any controversy arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, such controversy shall be shall be subject to arbitration to be held in Los Angeles County, California in accordance with the then current rules as adopted by the arbitration company as selected by the parties. If the parties are unable to agree upon an arbitration company, a court of competent jurisdiction shall appoint an arbitration company to administer the arbitration. The dispute will be decided by a single neutral arbitrator. The arbitrator may grant injunctions or other relief in such dispute or controversy. The arbitration shall allow for reasonable discovery as agreed to by the parties or as directed by the arbitrator. The decision of the arbitrator shall be made in writing and will be final, conclusive, and binding on the parties to the arbitration. The parties further agree that any dispute regarding the meaning, validity, or effect of this paragraph shall be determined solely by an arbitrator not by a court of law. The prevailing party in the arbitration proceeding shall be entitled to recover reasonable costs, including attorney’s fees, as allowed by law and determined by the arbitrator. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. This provision is governed by the Federal Arbitration Act.
- ATTORNEY’S FEES. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
- ACCOUNT ACCESS & AUTHORIZATION. Company is authorized by Client to assume the identity of Client in all social media and reputation management interactions on the internet including, but not limited to, status updates, blog posts, online forum discussions, message board posts, comments, responses to user comments, emails, surveys, and text messaging. The client will demonstrate this authorization by providing URLs, usernames, and passwords for all of its social mediums and resident contact information including name, email, and phone number for email and text surveys. By providing resident contact information, the Client affirms that the resident has opted-in to receiving such survey correspondence.