Terms & Condition

The terms and conditions stated herein (collectively, this “Agreement”) constitute a legal agreement between you and Zyp, LLC, a Delaware limited liability corporation or the appropriate entity (the “Company”). By using or receiving any services supplied to you by the Company (together with the website located at https://www.zypapp.com, collectively, the “Service”), and downloading, installing or using any associated software supplied by the Company which purpose is to enable you to use the Service (collectively, the “Software”), you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as published by Company in its sole discretion from time to time at Terms & Condition or through the Service.

The Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service or Software at any time in its sole and absolute discretion, effective upon posting of an updated version of this Agreement on the Service or Software. You are responsible for regularly reviewing this Agreement. Continued use of the Service or Software after any such changes shall constitute your consent to such changes. If you require any more information or have any questions about our Terms and Conditions, please feel free to contact us by email at support@zypapp.com

THE COMPANY DOES NOT PROVIDE CLEANING SERVICES AND IS NOT A CLEANING SERVICE PROVIDER. NO PROVIDER OF CLEANING SERVICES ACCESSED THROUGH THE SERVICES IS A PARTNER, JOINT VENTURE, OR OTHERWISE ASSOCIATED OR AFFILIATED WITH THE COMPANY. IT IS UP TO THE THIRD PARTY CLEANING SERVICE PROVIDER TO OFFER CLEANING SERVICES WHICH MAY BE ACQUIRED THROUGH USE OF THE SOFTWARE OR SERVICE. THE COMPANY OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH THIRD PARTY CLEANING SERVICES AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY CLEANING SERVICES PROVIDED TO YOU BY SUCH THIRD PARTIES.

Zyp is Only a Venue

The Service is a communications platform for enabling the connection between individuals seeking to obtain cleaning services and/or individuals seeking to provide cleaning services. The Company checks the backgrounds of cleaning service providers via third party background check services; however, the Company does not guarantee or warrant, and makes no representations regarding, the reliability, quality or suitability of such cleaning service providers. When interacting with cleaning service providers you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know. By using the Service, you agree to hold the Company harmless and free from the responsibility for any liability or damage that might arise out of the transaction involved. NEITHER THE COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. THE COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.

Representations and Warranties

By using the Software or Service, you expressly represent and warrant that you are legally entitled to enter into this Agreement. If you reside in a jurisdiction which restricts the use of the Service because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Software and Service. Without limiting the foregoing, the Service and Software is not available to children (persons under the age of 18) or others who are not capable of entering into binding contracts. By using the Software or Service, you represent and warrant that you are at least 18 years old and otherwise capable of entering into binding contracts. By using the Software or the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. Your participation in using the Service and/or Software is for your sole, personal use. You may not authorize others to use your user status, and you may not assign or otherwise transfer your user account to any other person or entity. When using the Software or Service you agree to comply with all applicable laws from the country, state and city in which you are present while using the Software or Service and in which any aspect of the Service is provided..

You may only access the Service using authorized means. It is your responsibility to check to ensure you download the correct Software for your device. The Company is not liable if you do not have a compatible handset or if you have downloaded the wrong version of the Software for your handset.

By using the Software or the Service, you agree that:

You will only use the Service or Software for lawful purposes; you will not use the Service for sending or storing any unlawful material or for fraudulent purposes. You agree to comply with all applicable laws, rules, and regulations.

You will not use the Service or Software to cause nuisance, annoyance or inconvenience.

You will not impair the proper operation of the network.

You will not try to harm the Service or Software in any way whatsoever.

You will not try to form a relationship with the contractors outside of the Company network.

You will not copy, or distribute the Software or other content without written permission from the Company.

You will only use the Software and Service for your own use and will not resell it to a third party.

You are solely responsible for, and will keep secure and confidential, your account password or any identification provided to you which allows access to the Service.

You will provide us with whatever proof of identity the Company may reasonably request.

You will only use an access point or data account which you are authorized to use.

You are responsible for all charges and liabilities which may accrue due to data usage.

When requesting cleaning services, you opt-in to receive text messages or phone calls from the Company, and acknowledge that standard messaging or telephone charges from your mobile network service provider may apply, and you represent and warrant that the number provided is your own cell phone number.

License Grant & Restrictions

The Company hereby grants you a non-exclusive, non-transferable, limited license to use the Software and Service, solely for your own personal, non-commercial purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by the Company and its licensor’s. You shall not (i) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Software in any way; (ii) modify or make derivative works based upon the Service or the Software; (iii) create Internet “links” to the Service or “frame” or “mirror” any Software on any other server or wireless or Internet-based device; (iv) reverse engineer the Software; (v) access the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or Software, or (c) copy any ideas, features, functions or graphics of the Service or Software, or (vi) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Service or Software.

You may use the Software and Service only for your personal, non-commercial purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Software or Service or the data contained therein; or (v) attempt to gain unauthorized access to the Software or Service or its related systems or networks.

Payment Terms

Any fees which the Company may charge you for the Software or Service are due immediately upon completion of your cleaning and are non-refundable. In the event that all or part of the premises are especially dirty in the sole discretion of the cleaning agency,, and in all instances where the clean up includes the removal of blood, vomit, feces, or other bodily fluids, a surcharge of $9.99 may be added to the price charged by the independent cleaning professional. This no refund policy shall apply at all times regardless of your decision to terminate your usage, the Company’s decision to terminate your usage, disruption caused to our Software or Service either planned, accidental or intentional, force majeure, or any other reason whatsoever. The Company reserves the right to determine final prevailing pricing. Please note the pricing information published on the website may not reflect the prevailing pricing.

The Company, at its sole discretion, may make promotional offers with different features and different rates to any of our customers. These promotional offers, unless made to you, shall have no bearing whatsoever on your offer or contract. The Company may change the fees for our Service as we deem necessary for our business and in our sole discretion.. We encourage you to check back at our website periodically if you are interested about how we charge for the Service.

Invoices may be split among two or more parties for an additional fee of $0.25 per additional party.

Intellectual Property Ownership

The Company alone (and its licensor’s, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Software and the Service. To the extent you provide any suggestions, ideas, enhancement requests, feedback, recommendations or other information regarding the Service or Software, you hereby assign to the Company all right, title and interest thereto. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Software or the Service, or any intellectual property rights owned by the Company. The Company name, the

Company logo, and the product names associated with the Software and Service are trademarks of the Company or third parties, and no right or license is granted to copy, reproduce, or use them.

Privacy DMCA

Please visit Privacy Policy to understand how the Company collects and uses personal information. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any content made available in connection with the Service or Software infringes your copyright, you (or your agent) may send the Company a notice requesting that the content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Service or Software should be sent to the Company at:

Copyright Agent

Zyp, LLC.

237 Moody Street, Apartment 364

Waltham, MA 02453

By Email: support@zypapp.com

Third Party Interactions

During use of the Software and Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Software or Service. Any such activity, goods, and/or services, and any terms, conditions, warranties or representations associated with such activity, goods, and/or services, is solely between you and the applicable third-party. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party. The Company does not endorse any sites on the Internet that are linked through the Service or Software, and in no event shall the Company or its licensor’s be responsible for any content, products, services or other materials on or available from such sites or third party providers. The Company provides the Software and Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and the Company disclaims any and all responsibility or liability arising from such agreements between you and the third party providers.

The Company may rely on third party advertising and marketing supplied through the Software or Service and other mechanisms to subsidize the Software or Service. By agreeing to these terms and conditions you agree to receive such advertising and marketing.

If you do not want to receive such advertising you should notify us in writing. The Company may compile and release information regarding you and your use of the Software or Service on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Service.

You understand and agree that, notwithstanding any other terms and conditions set forth by a third party cleaning agency, you will advise such third party cleaning agency prior to the commencement of any work on your behalf of the presence of any blood, feces, vomit, other bodily fluids, or other hazardous or potentially harmful chemicals, substances, or things located on or near any premises to be cleaned. You agree to indemnify the Company, its owners, shareholders, members, representatives, directors, officers, employees, and agents from any personal injury (including death) or property damages caused in whole or in part by any bodily fluid or hazardous or harmful chemical, substance, or thing located on or near any premises to be cleaned. You further agree that a third party cleaning service may refuse to clean any premises or portion thereof that it deems in its sole discretion to be unduly hazardous or dangerous.

Third party cleaning agency hours will be from 8:00 a.m. until 10:00 p.m. at the prevailing time at the location of the premises to be cleaned. You must be physically present at the premises to be cleaned for the duration of the cleaning period. The Company does not warranty or guaranty that a third party cleaning agency will be available at a particular date and time.

Indemnification

By entering into this Agreement and using the Software or Service, you agree to defend, indemnify and hold the Company and its licensor’s, and each of their parent organizations, subsidiaries, affiliates, officers, directors, members, employees, representatives, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, including providers of cleaning services arranged via the Service or Software, or (c) your use or misuse of the Software or Service.

YOU ARE RESPONSIBLE FOR PROVIDING ALL CLEANING SUPPLIES (soaps, cleaning agents, paper towels, trash bags, etc.) AND CLEANING HARDWARE (i.e. vacuum cleaners, mops, buckets, sinks, etc.). INDEPENDENT CLEANING PROFESSIONALS PROVIDE RUBBER GLOVES AND NOTHING ELSE.

Termination

The Company, in its sole discretion, reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service, for any reason, including if the Company believes that you have violated this Agreement. The Company shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service.

Disclaimer of Warranties

THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR SOFTWARE, ALL OF WHICH ARE PROVIDED “AS IS”. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS AND/OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE OR SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE OR SOFTWARE (INCLUDING ANY CLEANING SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE (INCLUDING ANY CLEANING SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE SERVICE OR SOFTWARE WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE SERVICE OR SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SOFTWARE AND SERVICE, AND ANY THIRD PARTY SERVICES OR PRODUCTS, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Network Delays

THE COMPANY’S SERVICE AND SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, TELECOMMUNICATIONS NETWORKS AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS REGARDLESS OF THE SOURCE OR CAUSE.

Limitation of Liability

IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL THE COMPANY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY OR DEATH, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ANY CLAIM FOR WHICH IS HEREBY EXPRESSLY WAIVED TO THE FULLEST EXTENT UNDER APPLICABLE LAW. THE COMPANY AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BY NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE OR SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE OR SOFTWARE, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED BY THE SERVICE OR SOFTWARE, EVEN IF THE COMPANY AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY MAY INTRODUCE YOU TO THIRD PARTY CLEANING SERVICE PROVIDERS FOR THE PURPOSES OF PROVIDING CLEANING SERVICES. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY CLEANING SERVICE PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL ANY LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY CLEANING SERVICE PROVIDER OR ANY ACT OR OMISSION OF SUCH THIRD PARTY CLEANING SERVICE PROVIDER. THE COMPANY WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN YOU AND SUCH THIRD PARTY PROVIDERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA THE SOFTWARE OR SERVICE (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SOFTWARE OR SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SOFTWARE OR SERVICE.

THE QUALITY OF THE CLEANING SERVICES SCHEDULED THROUGH THE USE OF THE SERVICE OR SOFTWARE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH CLEANING SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE SOFTWARE AND THE SERVICE, YOU MAY BE EXPOSED TO CLEANING SERVICES OR PRODUCTS THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SOFTWARE AND THE SERVICE, AND SUCH THIRD PARTY CLEANING SERVICES, AT YOUR OWN RISK.

NOTHING ON THIS WEBSITE CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL. BY USING THE SERVICE OR SOFTWARE, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE.

Notice

The Company may give notice to you by means of a general notice on the Service, electronic mail to your email address on record in the Company’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in the Company’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or immediately (if sent by email). You may give notice to the Company (such notice shall be deemed given when received by the Company) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to the Company at :Zyp, 237 Moody St., Apt 364, Waltham, MA 02453, addressed to the attention of: Chief Executive Officer.

Dispute Resolution

INFORMAL NEGOTIATIONS. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (a “Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice, as set forth above. Such negotiations shall be entered into and conducted in good faith.

BINDING ARBITRATION. If you and the Company are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Service or Software (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU ACKNOWLEDGE AND AGREE THAT NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT AND EXPRESSLY WAIVE YOUR RIGHT TO HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. Any final ruling of the arbitrator shall be binding on the parties, may be reduced to a judgement of the court of competent jurisdiction, and enforced accordingly.

EXCEPTIONS TO ALTERNATIVE DISPUTE RESOLUTION. Notwithstanding the arbitration obligation outlined above, in the event that the Company has probable cause to believe that you or anyone on your behalf may or is doing or threatening to do anything that compromises or goes against the Company’s ownership or use rights to any of its intellectual property or is otherwise using the Company’s intellectual property in contravention of the provisions of this agreement, the Company may seek injunctive relief in a court of competent jurisdiction at any time without the posting of bond. You waive any objection to equitable or injunctive relief and acknowledge that the legal requirements for same are present. The Company’s request for injunctive relief shall in no way preclude its seeking any other remedies available to it at law or in equity.

WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You and the Company agree that any arbitration will be limited to the Dispute between the Company and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” Section will be deemed null and void.

LOCATION OF ARBITRATION. Arbitration will take place in Boston, Massachusetts.

Governing Law

This Agreement will be is governed by, and will be construed under, the laws of the Commonwealth of Massachusetts, without regard to choice of law principles. Any action brought to interpret or enforce this Agreement shall be filed in the federal or state court with jurisdiction situated in Boston, Massachusetts, and any defence of lack of jurisdiction, improper venue, or forum non convenience is waived. Nothing herein shall be deemed to conflict with or cancel any waiver of the right to participate in a class action or requirement that disputes between the parties shall be submitted to arbitration or any other form of alternative dispute resolution.

Assignment

This Agreement may not be assigned by you without the prior written approval of the Company but may be assigned without your consent by the Company to (i) a parent or subsidiary (now or created in the future), (ii) an acquirer of assets, or (iii) any other successor or acquirer. Any purported assignment by you in violation of this section shall be void.

General

No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third party provider as a result of this Agreement or use of the Service or Software. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. This Agreement comprises the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and the Company regarding the subject matter contained herein.

Other Parties

You accept that, as a corporation, the Company has an interest in limiting the personal liability of its officers and employees.

You agree that you will not bring any claim personally against the Company’s officers or employees in respect of any losses you suffer in connection with the Service or Software. Without prejudice to the foregoing, you agree that the limitations of warranties and liability set out in this Agreement will protect the Company’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as the Company.

Breaches of these terms and conditions

Without prejudice to the Company’s other rights under these terms and conditions, if you breach these terms and conditions in any way, the Company may take such action as the Company deems appropriate in its sole discretion to deal with the breach, including suspending your access to the Service or Software, prohibiting you from accessing the Service or Software, cancelling this agreement, blocking computers using your IP address from accessing the Service or Software, contacting your internet service provider to request that they block your access to the Service or Software and/or bringing court proceedings against you. You agree to pay any attorneys’ fees and costs accrued by the Company in enforcing its rights or defending against any cause of action brought by you against the Company.