Terms and Conditions

These Terms of Service (“Terms of Service”) are between you (“You”) and WEBSTRAT, Inc. (“WEBSTRAT” or “We”). These Terms of Service apply to any and all services WEBSTRAT provides to You or you have agreed to receive from WEBSTRAT or through WEBSTRAT’s web site located at www.WEBSTRAT-UK.com and related web pages (the “WEBSTRAT Site”) (collectively, the “Services”). The Services include without limitation any or all of the following:

1. XPERTMAIL™

In the event certain provisions in these Terms of Service apply only to specific Services, such limited application will be described expressly. Unless expressly stated otherwise, the provisions of these Terms of Services shall apply to all Services you are to receive.

1. Acceptance of Terms.
As a condition to receiving any of the Services, You accept and agree to these Terms of Service. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS OF SERVICE, DO NOT ACCESS YOUR ACCOUNT AND/OR USE THE SERVICES. You also agree that, except for the terms relating to web and email template development described in Section 12, WEBSTRAT may amend these Terms of Service at any time in WEBSTRAT’s sole discretion without specific notice to you. Prior to each use of any of the Services, you hereby agree to review the most current Terms of Service and agree that your use of the Services constitutes acceptance of the then-current Terms of Service. If you have received and signed an estimate to receive any of the Services from WEBSTRAT (an “Estimate”), the Estimate is incorporated into these Terms of Service by this reference to the extent it is identified and discussed expressly herein. These Terms of Service will control in the event of any inconsistency between the Terms of Service and an Estimate.

2. General Use
You promise that you will not use any of the Services, in whole or in part, for any purpose that is immoral, unlawful or otherwise prohibited by these Terms of Service. Unless otherwise provided by these Terms of Service, you agree that you will not modify, copy, distribute, transmit, display, reproduce, publish, license, attempt to or create derivative works from, frame in another web page, use on any other email, transfer, or sell: any information, software, lists of users, databases or other lists, products or services provided through or obtained from the services. You shall not use the services in any manner which could damage, disable, overburden, or impair the services or the WEBSTRAT sites which include www.webstrat-uk.com and www.xpertmail.co.uk or interfere with any other party's use and enjoyment of the services or the WEBSTRAT sites. You shall not attempt to access unauthorized or prohibited areas of the WEBSTRAT sites (such as access password protected, secure or non-public areas of the WEBSTRAT site), and such attempts may be subject to prosecution. Unless you have written permission from WEBSTRAT stating otherwise, you agree and promise not to resell or exploit for any commercial purpose any of the services offered by WEBSTRAT except backed with an agreement. You agree not to use the services to display or transmit material that is offensive, pornographic, hateful or otherwise inconsistent with WEBSTRAT's community standards. We reserve the right, in WEBSTRAT’s sole discretion, to review all such materials and suspend or terminate your access to and use of any or all of the Services used to display or transmit such content.

3. Registration
In order for you to use the Services, WEBSTRAT may require that you provide specific information about yourself. You agree that any information you provide shall be true, complete and accurate, and that you will notify WEBSTRAT if such information changes and keep such information current. Further, you agree to not falsely represent your affiliation with any person or entity. You agree and acknowledge that information you provide may be used to send you information about the Services unless you unsubscribe from such notifications.

4. Payment
You agree to pay all applicable fees for the services in full or based on any other payment terms agreed with WEBSTRAT in a timely manner as described in any estimate and/or on the WEBSTRAT Site as part of the registration process. We reserve the right to suspend or discontinue your access to and use of the services if you fail to make payments timely and in full. Except for the fees for specific development services agreed to in an Estimate on a project-only basis, we reserve the right, upon prior notice to you, to change the amount of fees due hereunder for use of the Services.

5. Storage and Usage
Certain Services entitle you to disk space at no cost. You may sign up for as many accounts as you would like; each additional account to use WEBSTRAT’s email provider system (the “Email System”) will also receive storage space. You acknowledge that WEBSTRAT may, from time to time, establish general practices and limits concerning the use of the Services. You agree that WEBSTRAT does not have any responsibility or liability for the deletion of (or failure to store) any content transmitted to or maintained by the WEBSTRAT as part of the Services. You further acknowledge and agree that WEBSTRAT reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

6. Anti-Spam and Privacy
We encourage you to publicize your emails, but sending unsolicited e-mails, spam, offensive emails, emails to rented or purchased lists, or emails sent to addresses that have been harvested from websites through automated means is strictly prohibited. If we become aware of your sending an unsolicited email, spam or offensive email, we may immediately terminate your account. By using any of the Services, you hereby agree that you accept the then-current Privacy Policy and Anti-Spam Policy available for review on the WEBSTRAT Site. Your violation of our Privacy or Anti-Spam Policies may lead to complaints against you. You hereby agree to indemnify and hold WEBSTRAT (including each of its officers, directors, founders and others affiliated with it) harmless from any and all expenses, damages, fines, and other liability it may be held responsible for as a result of Your Use (defined below) of the Services. For the purposes of these Terms of Service, "Your Use" includes but is not limited to any use of the services through your account, whether or not it was actually you who used the account and whether or not you approved, authorized, knew or had reason to know of such use. In the event Your Use directly or indirectly causes a spam complaint, in addition to all other amounts WEBSTRAT may be entitled to recover from you, you agree to pay any incurred charges to WEBSTRAT based on a Spam complaint if you do not have proof that the complaining recipient opted-in to your email list. Before initiating the delivery of any emails through WEBSTRAT's Email System, you agree to have your privacy policy, anti-spam policy and any other policies relating to your website and/or emails, reviewed by independent legal counsel.

7. General Conduct
You, and not WEBSTRAT, are entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages, trademarks, logos, images or other materials posted, displayed, transmitted or delivered through your account using the Services or delivered to WEBSTRAT to provide you with the Services (“Your Content”). WEBSTRAT is not responsible for controlling Your Content posted, displayed, transmitted or delivered via the Services. You hereby guarantee the accuracy, integrity and quality of any and all of Your Content posted or delivered via the Services through your account. You represent and warrant that your account will not be used to post, display, upload or otherwise transmit:

1. any content related to inappropriate subject matters or content which is misleading
2. any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
3. any content that you do not have a right to post and transmit under any law or contractual /fiduciary relationships
4. any content, such that such posting, uploading, or transmission constitutes the infringement of any patent, trademark, trade secret, copyright or other proprietary or intellectual property rights of any party
5. any materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
6. any materials which impose an unreasonably large load on WEBSTRAT’s infrastructure
7. any content that is harmful to minors
8. any content that intentionally or unintentionally violates any applicable local, state, national or international law.
9. content that is misleading or impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity
10. content with manipulated, forged or disguised identifiers
11. content promoting harm or providing instructional information about illegal activities
12. content that might be considered "spam"
13. emails in violation of WEBSTRAT’s then-current Anti-Spam Policy and/or these Terms of Service
14. emails that contain fraudulent or deceptive subject lines, headers, or return addresses.

8. Third Party Content
For your convenience, the WEBSTRAT Site may contain content and information from third parties ("Third Party Content"). Such Third Party Content may not be under the control of WEBSTRAT and WEBSTRAT is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. WEBSTRAT is providing such Third Party Content to you only as a convenience, and the inclusion of such content does not imply endorsement by WEBSTRAT of such content or the affiliate. You may be subject to additional and/or different terms, conditions, and privacy policies when you use third party services, content, software, or sites. WEBSTRAT is not and will not be responsible for (i) the Terms of any transaction between you and any third party, (ii) any insufficiency of or problems with any such third party or (iii) the quality of services performed by any such third party. In the event that you have a dispute with any such third party, you release WEBSTRAT (and their affiliates, agents and employees) from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

9. Warranty Disclaimer
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE AND OUR SUPPLIERS PROVIDE ALL OF THE SERVICES AND THE EMAIL SYSTEM "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, AND WEBSTRAT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NON-INFRINGEMENT AND QUIET ENJOYMENT; (B) WEBSTRAT MAKES NO WARRANTY THAT (i) ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, OR OTHER DAMAGES/LIABILTY THAT RESULT FROM USE OF THE SERVICES.

10. Limitation of Liability
IN NO EVENT SHALL WEBSTRAT AND/OR OUR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF WEBSTRAT OR ANY OF THEIR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, RELATING TO, ARISING OUT OF OR IN CONNECTION WITH (A) THE USE OR INABILITY TO USE ANY OF THE SERVICES, (B) THE PROVISION OF OR FAILURE TO PROVIDE THE SERVICES, (C) ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH ANY OF THE SERVICES OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES, OR (E) ANY OTHER MATTER RELATING TO, ARISING OUT OF, OR IN CONNECTION WITH ANY OF THE SERVICES, THE DELIVERABLES, OR THESE TERMS OF SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. THE PARTIES ACKNOWLEDGE THE LIMITATIONS DESCRIBED HEREIN FORM A BASIS OF THEIR BARGAIN WITH RESPECT TO THESE TERMS OF SERVICE AND ALL SERVICES PROVIDED HEREUNDER. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, OR WITH ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

11. License, Ownership, and Restrictions
a. Your Content. You grant WEBSTRAT a worldwide, royalty-free, non-exclusive license to (i) host, use, reproduce, modify, distribute, transmit, and combine Your Content with information provided by third parties; (ii) publicly display Your Content on and through the WEBSTRAT Site and websites of their affiliates, and co-branded or mirrored versions of such sites; (iii) publish Your Content or a portion thereof in WEBSTRAT's promotional materials, press releases and/or advertising materials, both in print and on the WEBSTRAT Site; (iv) sublicense Your Content to third parties such content to the extent necessary for the creation and maintenance of, in part or in whole, such sites; and (v) use, reproduce, modify, and transmit Your Content for the purpose of providing any and all Services to You hereunder.

b. WEBSTRAT Content, Software, Platforms and Engines. You acknowledge that all content appearing on the WEBSTRAT Site, including without limitation all collateral, text, audio files, video files, graphics, and other data (the “WEBSTRAT Content”) and all software, including without limitation all related software platforms and engines, used to operate the WEBSTRAT Site and provide the Services (the “Software”) may be protected by copyright and other intellectual property laws. Subject to the Terms of these Terms of Service, WEBSTRAT grants to you a non-exclusive, non-transferable right and license to access the WEBSTRAT Content and use the object code of the Software only through the WEBSTRAT Site on a server controlled by WEBSTRAT for the sole purpose of using the Services for which You have enrolled through the WEBSTRAT Site or agreed to receive as part of an Estimate. Your rights in and to the WEBSTRAT Content and Software are strictly limited to those rights granted expressly herein.

c. Ownership. WEBSTRAT shall retain all right, title and interest (including without limitation all intellectual property rights) in and to the WEBSTRAT Content, Software, and WEBSTRAT Site. You will not reverse engineer, reverse assemble, decompile or otherwise attempt to derive the source code from the Software. Except as expressly granted to You in these Terms of Service, You may not copy, modify, rent, sell, distribute or transfer any part of the WEBSTRAT Content or Software. Except for the rights granted expressly to WEBSTRAT herein, you shall retain all right, title and interest (including all intellectual property rights) in and to Your Content.

d Trademarks. The WEBSTRAT logos and product and service names appearing on the WEBSTRAT Site, advertising materials, or other WEBSTRAT materials (collectively, the “Marks”) are proprietary trademarks. WEBSTRAT retains all right, title and interest in and to the Marks, and you agree not to display, use, alter or reproduce the Marks in any manner.

12. Web Design and Email Marketing.
The provisions in this Section 12 apply only to web design and/or email marketing Services provided by WEBSTRAT to You as set forth in a Website Estimate or Email Marketing Estimate (defined below).

a. Development. WEBSTRAT shall develop and design a web site (the “Web Site”) and/or email template as part of an XPERTMAIL™ package (the “Email Template”) for You in accordance with the Estimate for such design and development signed separately by WEBSTRAT and You (a “Website Estimate” for Web Site design and development and an “Email Marketing Estimate” for Email Template design and development), which is incorporated herein by this reference. WEBSTRAT and You shall exercise reasonable commercial efforts to work together as described in the Website Estimate and/or Email Marketing Estimate to complete the tasks and objectives as described therein.

b. Change Orders. In the event You desire to modify the Website Estimate, Email Marketing Estimate, or any deliverable therein, You and WEBSTRAT shall enter into a signed writing to change the Website Estimate and/or Email Marketing Estimate (a “Change Order”) which will contain the title “Change Order” and will include, at a minimum, the scope of services WEBSTRAT is to provide, a new deliverable schedule, and the cost and payment schedule for such modifications. All Change Orders shall be effective as of the date executed in writing by You and WEBSTRAT and shall be incorporated into these Terms of Service and the Website Estimate and/or Email Marketing Estimate. In the event of a discrepancy between a Change Order and these Terms of Service, the provisions of these Terms of Service shall govern.

c. Responsibilities. WEBSTRAT shall exercise commercially reasonable efforts to provide the deliverables as described in the Website Estimate and/or Email Marketing Estimate. You agree to provide all assistance and cooperation to WEBSTRAT as is necessary to complete the Web Site and/or Email Template. WEBSTRAT shall not be in breach of these Terms of Service, a Website Estimate, an Email Marketing Estimate, or any Change Order if any failure to meet its obligations or time schedules is caused by any delay or failure by You to provide assistance and cooperation to WEBSTRAT as described herein. In such event, WEBSTRAT shall be entitled to extend dates of delivery to the extent a delay is caused by Your failure to provide such assistance and cooperation, and You shall continue to make payments timely as set forth in the Website Estimate, Email Marketing Estimate or Change Order.

d. WEBSTRAT Materials. You agree that the design and development of any Web Site and/or Email Template may include source code, documentation, and/or application programs that were previously written or developed by WEBSTRAT and modified to meet Your specific requirements (the "WEBSTRAT Materials"). WEBSTRAT retains all right, title and interest (including all intellectual property rights) in and to the WEBSTRAT Materials, but shall provide Client (upon payment in full of the fees associated with the design and development of the Web Site and/or Email Template) a worldwide, royalty-free, non-exclusive, non-transferable and perpetual right and license to use the WEBSTRAT Materials solely for the purpose of utilizing the Web Site and/or Email Template provided to You by WEBSTRAT hereunder.

e. General Skills and Knowledge. Notwithstanding anything to the contrary contained herein or in any Estimate, WEBSTRAT will not be prohibited or enjoined at any time by You from utilizing any skills or knowledge of a general nature that WEBSTRAT acquires during the course of providing the Services or developing any Web Site and/or Email Template, including without limitation information publicly known or available or that could reasonably be acquired in similar work performed for another customer of WEBSTRAT.

f. Ownership. Subject to Sections 11c, 12d and 12e, and except for the rights granted to WEBSTRAT in these Terms of Service, You shall own all right, title and interest in and to the Web Site and/or Email Templates designed for You by WEBSTRAT hereunder.

g. Acceptance. Upon completion and delivery of a Web Site or Email Template (a “Deliverable”), You will promptly evaluate the Deliverable to ensure it conforms with the applicable Estimate or Change Order. In the event a Deliverable does not conform to an Estimate or Change Order (a “Deficiency”), You will provide WEBSTRAT with written notice of the Deficiencies in sufficient detail to allow WEBSTRAT to correct such Deficiencies. If WEBSTRAT does not receive written notice of any Deficiencies within seven (7) days of providing a Deliverable to You, such Deliverable will be deemed accepted by You in its entirety. Any changes to a Deliverable following acceptance by You will be subject to the Change Order process described in Section 12b.

13. Web Hosting.
The provisions of this Section 13 shall apply only to web hosting Services provided by WEBSTRAT to you.

a. License to WEBSTRAT. This is not a core service by WEBSTRAT, but where this is required bt a client we willingly provide the service using our host company that we support at any given time. You grant to WEBSTRAT a non-exclusive, non-transferable license to use and display the Web Content (defined below) and all updates thereto on the Hosted Site as is reasonably necessary for WEBSTRAT to perform its obligations under these Terms of Services and any related Estimate to provide web hosting services to You. “Web Content” means the web pages and all related content, including all trademarks, trade names, service marks and/or logos You designate to be hosted on WEBSTRAT’s servers hereunder, whether created by You, either directly or for you by a third party, or by WEBSTRAT through its web development Services hereunder. “Hosted Site” means Your internet web site hosted by WEBSTRAT under these Terms of Service that can be found at the URL You provide to WEBSTRAT.

b. Except for the rights granted to WEBSTRAT in these Terms of Service, You shall own all right, title and interest (including all intellectual property rights) in and to the Web Content and the Hosted Site.

14. Indemnification
You agree to indemnify and hold WEBSTRAT and each of their directors, officers, employees, agents, and consultants harmless from any and all claims and demands (including, but not limited to, fines, penalties and/or reasonable attorneys' fees) arising out of, relating to or in connection with (a) Your breach of any or all of Your representations and warranties in Section 7, and (b) Your Use (defined below) of, or subscription to, any of the Services provided to You hereunder. For the purposes of these Terms of Service, "Your Use" includes, but is not limited to, any use of your account by anybody accessing, either with or without your permission, your account. If WEBSTRAT is fined or penalized or threatened with a fine, penalty, claim, arbitration or lawsuit because of your use of any of the Services, WEBSTRAT may charge (i) such fines or penalties, (ii) threatened fines and penalties, (iii) projected damages for claims, arbitration and lawsuits and (iv) projected reasonable attorneys' fees in defense of the above to your account or credit card, at its discretion.

15. Term and Termination
a. Term. These Terms of Service shall be in effect as of the date the Estimate is signed or the date You register for an account to use any of the Services through the WEBSTRAT Site, whichever is earlier. These Terms of Service shall continue in full force and effect until the later of (a) the Terms of Service are terminated as described herein, or (b) You close your account to use the Services and You have paid all fees due to WEBSTRAT in full. If you are to receive only development Services described in Section 12 but do not at any time have or open an account with WEBSTRAT to receive any other Services, these Terms of Service will expire when all Deliverables have been fully completed and delivered to You, You have accepted all Deliverables as described herein, and You have paid all fees due to WEBSTRAT in full.

b. Termination. Subject to the Terms set forth herein, the Terms of Service may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receiving notice describing such breach.

c. Termination of Services. Except for Services to develop and design a Web Site or an Email Template, You may terminate your account upon thirty (30) days prior notice (in writing or via email) to WEBSTRAT, at which time these Terms of Service will terminate.

d. Effect of Termination. Upon termination of these Terms of Service, You will cease all use of the Services. You will pay to WEBSTRAT all outstanding amounts due. If these Terms of Service are terminated before any Web Site or Email Template design and development work is completed, You shall pay WEBSTRAT for all services rendered and work performed up to the effective date of termination for any reason. WEBSTRAT will provide to You an invoice for the foregoing fees within thirty (30) days of the effective date of the termination. You shall pay the invoice within fourteen (14) days of receipt.

e. Survival. The following shall survive termination or expiration of these Terms of Service for any reason: All definitions contained herein and Sections 4 (to the extent fees due have not been paid), 6, 7, 8, 9, 10, 11c, 11d, 12d, 12e, 12f, 13b, 14, 15d, 15e, 16, 17, 18, 19 and 20.

16. Confidentiality
a. Confidential Information. “Confidential Information” means the (i) the Software, and (ii) all business and technical information not generally known to the public and labeled as “Confidential” or “Proprietary” by a party hereto. “Confidential Information” does not include information that is or becomes generally known or available to the public through no fault of the receiving party, is demonstrably known to the receiving party at the time of disclosure without violation of any confidentiality restriction and without any restriction on receiving party’s further use or disclosure, or is independently developed by the receiving party.

b. Restrictions. Each party will not: (i) use the other’s Confidential Information except as necessary to perform their obligations under these Terms of Service; (ii) disclose the other’s Confidential Information to any third party except to its employees as is reasonably required in connection with the party’s obligations or rights under these Terms of Service or to the extent necessary to comply with an order from a court, administrative agency or governmental body, provided reasonable notice is given to the other so that the other may contest such order or requirement; and (iii) fail to protect the other’s Confidential Information in a manner less protective of than how it protects its own Confidential Information, and no event in a manner that is less than a reasonable amount of care. Upon termination of these Terms of Service, each party will destroy or return to the other party all of the other’s Confidential Information in its possession.

17. Copyright
All materials on the WEBSTRAT' Site (as well as the organization and layout of their websites) may be owned or copyrighted or licensed by WEBSTRAT, its affiliates or its suppliers. No reproduction, distribution, or transmission of the copyrighted materials is permitted without the written permission of WEBSTRAT. Any rights not expressly granted herein are reserved.

18. Service Updates
WEBSTRAT reserves the right at anytime and from time to time to modify, discontinue, temporarily or permanently, the Services (or any part thereof, excluding web development Services) with or without notice. You agree that WEBSTRAT shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. You agree that the WEBSTRAT shall have the right (but not the obligation) in their sole discretion to refuse or remove any content posted to your account.

19. Modification/No Waiver of Breach
WEBSTRAT reserves the right at anytime, and from time to time, to modify any provisions of these Terms of Service (except for Sections 12 and 13, if applicable). Continued use of the Services shall signify consent to and acceptance of any such modifications. If you do not agree with any of the terms, as amended, either now or in the future, you agree to immediately terminate your account and discontinue Your use of the Services. No term or provision of these Terms of Service shall be deemed waived and no breach excused, unless such waiver or excusal shall be in writing and signed by WEBSTRAT. Any consent by WEBSTRAT to, or waiver of, a breach by you, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for, any other breach or any subsequent breach, except as may be expressly provided in the waiver or consent.

20. General Information
If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Any failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Except for obligations to make payments, neither party shall be in breach of these Terms of Service to the extent any delay or failure to perform results from causes beyond the reasonable control of that party. You may not assign or transfer these Terms of Service or your rights/responsibilities in your account, and any attempt to the contrary shall be null and void. All notices required or permitted by these Terms of Service will be in writing, will reference the parties hereto and the Services to which the notice relates, and will be deemed given when received by the other when received via certified mail, courier, or email sent to an address the parties will designate and containing in the subject line the word “NOTICE” and an identification of what the notice contains or regards. The parties hereto are independent contractors, and these Terms of Service shall not be construed as creating any agency, partnership, or any other form of legal association (other than as expressly set forth herein) between the parties. These Terms of Service and related Estimate(s) set forth the entire understanding and agreement between us with respect to the subject matter hereof. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.