CPA SERVICE AGREEMENT:
THIS SERVICES AGREEMENT IS ENTERED INTO BETWEENTHIS CPA FIRM AND THE
PERSON OR ENTITY THAT USES AND OR PURCHASES CPA SERVICES. ANY CUSTOMER WHO DOES
NOT AGREE TO BE BOUND BY THESE TERMS SHOULD IMMEDIATELY STOP USE OF THE
SERVICES AND NOTIFY THE CPA FIRM ACCOUNT MANAGEMENT SO THAT THE CUSTOMER'S
SERVICE CAN BE CANCELLED.
PLEASE READ THE TERMS
CAREFULLY BEFORE USING CPA SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY IT.
This firm provides website development and development services via the Internet and other
platforms The Services through this firm's Internet webservices. Customer will use the Services in accordance with this Agreement and as requested. Hosting Services are provided in accordance with the Hosting Agreement
found at here under. The firm is willing to provide Customer with the Services as set forth below. The parties agree as follows:
1. PROVISION OF SERVICES; LICENSE.
(a) If Customer pays the CPA firm the fees set forth in the order summary,the firm will provide Customer with the Services ordered and the website the firm creates ("Deliverable") as described in the order summary under this Agreement's terms and conditions. (b)the firm grants to Customer a limited, personal, non-exclusive, non-transferable license to use the Deliverables set forth in the Customer order summary. (c) This is a license, not a transfer of title, and is subject to the following restrictions: Customer may not (1) modify the Deliverables except with the tools incorporated into the Deliverables; (2) use Deliverables for any third party commercial purpose; (3) decompile, reverse engineer, or disassemble software Deliverables; (4) remove
any copyright or other proprietary notices from the Deliverables; or (5) transfer the Deliverables to another person. Customer will prevent any unauthorized copying of the Deliverables. (d) With respect to any firm logos and hypertext link logos provided with the Deliverables, the firm grants Customer a non-assignable, non-exclusive, royalty free license solely to use the logos or link logo as a hypertext link icon to allow users to link from Customer's web page to the firm web pages, based on the following terms and conditions:
1.1 Customer acknowledges the validity and the firm's exclusive ownership of all right, title, and interest in and to all firm logos and link logo marks (the "Marks") and, during or after the term of this Agreement, will not contest, or help others to contest, the ownership or the validity of any registrations or rights of the firm now owned or obtained relating to the Marks. 1.2 Customer
will not use any names, marks, terms, graphics, or other materials on its Web page or site that are likely to cause confusion with or dilute the distinctiveness of the Marks or to damage the reputation or commercial image of the firm or any of their products. 1.3 The firm, in its sole discretion, may terminate this license immediately for any reason. Upon termination of this license, Customer will immediately cease all further use of the Marks, or any other similar mark, name or logo, including any name or mark comprising the terms of the firm..
The firm and its suppliers will retain all title to and ownership of the Deliverables. Deliverables are copyrighted and are protected by worldwide copyright laws and treaty provisions. Except as provided in this Agreement, the Deliverables may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without the firm's prior written permission. Except as expressly provided in this Agreement, the firm does not grant any express or implied right to Customer under any patents, copyrights, trademarks, or trade secret information. Other rights may be granted to Customer by the firm in writing or incorporated elsewhere in the Deliverables.
Except for initial edits made before final delivery,the firmis not obligated to correct any bugs, defects or errors in the Services or Deliverables or to otherwise support or maintain the Services or Deliverables.the firm will provide reasonable technical support to Customer in the form of telephone consulting and "e-mail" to Customer during the firm's normal business hours and at the firm's standard pricing.
4. TERM AND TERMINATION.
(a) This Agreement is effective on the date Customer accepts the terms of this Agreement and will continue unless terminated under Section 4(b). (b) Customer may terminate this Agreement without cause upon notice to the firm.The firm may terminate this Agreement after 5 days' written notice to Customer if Customer materially breaches this Agreement, including failure to pay and failure to cure the breach during the 5-day period. (c) Upon the termination of this Agreement, Customer will return to the firm all copies of any Deliverables the firm provided to it. Sections 1(c) 2, 5, 4 and 6 will survive termination of this Agreement.
5. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.
(a) THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, WHICH THE FIRM DISCLAIMS. (b) THE FIRM IS NOT LIABLE FOR: (1) ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR (2) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE 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 THE FIRM HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE FIRM'S LIABILITY WILL NOT EXCEED THE AMOUNT CUSTOMER PAID TO THE FIRM DURING THE 3-MONTH PERIOD BEFORE THE ACTION AROSE. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND ABSENT SUCH LIMITATIONSTHE FIRMWOULD NOT ENTER INTO THIS AGREEMENT.
This Agreement will be governed solely by the laws of the State of Arizona, excluding its principles of conflicts of laws. Any action under or relating to this Agreement will be brought solely in the state and federal courts located in Maricopa County, Arizona and each party submits to the personal jurisdiction of these Courts. Each party's performance under this Agreement will in all respects conform to all applicable laws, rules and regulations of the United States governing the export of technical information. Customer may not assign this Agreement without the prior, written permission of Firm. Any purported assignment will be void and without any effect. This Agreement may not be modified or amended except in writing, signed by both parties. Any purported oral modification or amendment of this Agreement will not be effective. Neither party may waive any right under this Agreement, except expressly and in writing. Any other purported waiver of any right will not be effective. This Agreement is the entire agreement between the parties with respect to this subject matter, and supersedes all prior and contemporaneous discussions, negotiations, communications and agreements with respect to this subject matter.
Webspace & Consulting Services Agreement:
Welcome to our firm, Web site services brought to you as a result of a marketing alliance with the Internet ! This service Agreement ("Agreement") governs your purchase and use of all Web site services, including the Web development Services and the Hosting Services (collectively, the "Services"), as described in the Order Form, that you order and the firm accepts. The Web Development and Hosting Services include the E-Commerce Services. You must register and accept the terms of this Agreement in order to use the Services. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, AND /OR REGISTERING FOR AND USING or SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE
BOUND BY ITS TERMS AND CONDITIONS AS WELL AS ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. Firm may modify any of the terms and conditions contained in this Agreement and any policy or guideline by reference, at any time in its sole discretion and may also determine whether and when the modifications apply to existing or future customers. Any modifications are effective upon posting of the revisions on the firm Web site (the "Site"). The firm will post a notice of modifications to this Agreement on the Site for 30 days.The firm may post modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following firm's posting of any modifications constitutes your acceptance of the modifications. IF YOU DO NOT AGREE TO THIS AGREEMENT'S TERMS STOP THE USE OF FIRM'S SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF ANY MODIFICATION, DO NOT CONTINUE TO USE our SERVICES AND IMMEDIATELY NOTIFY FIRM OF YOUR TERMINATION OF THIS AGREEMENT IN THE MANNER DESCRIBED IN SECTION 1.2 BELOW.
1. Term and Payment for Services
1.1 Term. This Agreement will be for an "Initial Term" of either: (a) 30 days if you register for Web Services, (b) 12 months from the order date if you register for pro Services, or (c) as otherwise chosen by you in the Order Form, located on the Site, at the time you register for the Services. This Agreement will be automatically renewed (the "Renewal Term") at the end of the Initial Term for the same period as the Initial Term, unless you provide firm with notice of termination or cancellation either: (a) at least 7 days before the end of the Initial Term or the Renewal Term, whichever is then applicable, if you registered for and are receiving pro Services other than personal Services pre-paid for a 1-year period, or (b) at least 30 days before the end of the
Initial Term or Renewal Term, whichever is then applicable, if you registered for and are receiving Dedicated web Services or have pre-paid for a 1-year period of pro Services. You must provide firm with your notice of termination by clicking on the "Cancel Service" button located on the Site. Upon clicking on the "Cancel Service" button, you will be asked to provide firm with sufficient customer identification information so that firm may properly identify you and your account. Any notice of termination will be effective upon firm's receipt of notice. 1.2 Termination & cancellation Policy. If you terminate or cancel the Services before the end of the Initial Term or the Renewal Term, whichever is then applicable: (a)firm will not refund to you any fees paid in advance of termination, and (b) you will be required to pay the lesser of 3 times the standard total(monthly) charge or 100% of firm's standard monthly charge for each month remaining in the term, unless otherwise expressly provided in this Agreement. But if you have pre-paid for a 1-year period of Long term Web Services, you are entitled to a pro-rata refund of the remaining months in the annual period, calculated at the standard monthly rate for the web Services, not the discounted annual rate. You must submit your termination request to firm in the manner described in Section 1.1.firm may terminate this Agreement at any time and for any reason by providing to you 30 days' prior written notice of termination. If firm terminates this Agreement, firm will refund to you the pro-rata portion of pre-paid fees attributable to Services not yet rendered as of the termination date, unless otherwise expressly provided in this Agreement. 1.3 Liability and Obligations on Termination. If the Agreement expires or is terminated for any reason,firm is not liable to you because of the expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your business, or for any other reason whatsoever flowing from the termination or expiration. If you terminate this Agreement,firm will not relieve you of any obligations to pay fees and costs accrued before the termination date or any other amounts you owe to firm under this Agreement. 1.4 Charges. You will pay all charges for your use of the Services at the then current firm prices, which will be exclusive of any applicable taxes. You are responsible for paying all
federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to our Services, other than taxes based on firm's net income. 1.5 Payment. You will pay all charges for Services in advance according to the then current price for the Services. When registering for Dedicated web Services, you must choose to pay for the Services either by credit card or upon your receipt of an invoice. If you register for Shared Hosting Services, you must pay for the Services by credit card. If you choose to pay by credit card when registering for Dedicated Web Services or if you register for pro Services, you authorize firm to charge your credit or debit card to pay for any charges that may apply to your account.Firm may accumulate any supplemental charges, as described in the Order Form, that you incur in your use of the Services ("Supplemental Charges") until the charges exceed $20 and then charge your card. You must notify firm of any changes to your card account (including, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit firm from charging your account. If you choose to be invoiced for personal Services, Firm will send an invoice to you for the Services for the period for which you have registered for the Services. Firm may also send periodic invoices to you for any applicable Supplemental Charges associated with your use of the Services. You will pay to Firm the amount indicated in each invoice by the due date reflected on the invoice. If you fail to pay any fees and taxes within 10 days from the applicable due date for credit card or invoice payments, Firm will assess late charges equal to the lesser of 1.5% per month or the maximum allowable under applicable law. Your failure to fully pay any fees and taxes within 10 days after the applicable due date is a material breach of this Agreement, justifying Firm in suspending its performance and terminating this Agreement. If Firm terminates for your material breach, you must still pay past due fees plus interest. You are responsible for any costs Firm incurs in enforcing collection, including reasonable attorneys' fees, court costs and collection agency fees. If you reinstate Services, you must pay any fees associated with reinstating Services. 1.6 30 Day Guarantee. If you are not fully satisfied with the our Web Services, you may terminate this Agreement at any time during the first 7 days from your initial order date and receive a full refund of all payments you made to Firm for the Web Services. To receive your refund, you must terminate this Agreement in the manner described in Section 1.1 and cease using the Services, and Firm must receive your termination notice within the 30-day period. Your notice must describe why you are not satisfied with the Services.
2. Use of Services
2.1 Applicable Policies and Guidelines. The Firm Acceptable Use And Service Guidelines (the "Usage Guidelines") govern the general policies and procedures for use of the Services. Firm's On-line Privacy Statement governs how Firm collects, stores, processes and uses information associated with your use of the Services. The Usage Guidelines and the On-line Privacy Statement are posted on Firm's Web site at www.azcpapro.com (or such other location as Firm may specify) and may be
updated from time-to-time. YOU SHOULD CAREFULLY READ THE USAGE GUIDELINES. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE USAGE GUIDELINES AND ANY MODIFICATIONS TO THE TERMS. Firm MAY TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE GUIDELINES OR THIS AGREEMENT.
2.2 Material and Product Requirements. You must ensure that all material and data placed on Firm's equipment is in a condition that is "server-ready," which is in a form requiring no additional manipulation by Firm. Firm will make no effort to validate any of this information for content, correctness or usability. If your material is not "server-ready", Firm may reject this material. Firm will notify you of its refusal of the material and afford you the opportunity to modify the material to satisfy Firm's requirements. Use of the Services requires a certain level of knowledge in the use of Internet languages, protocols and software. This level of knowledge varies depending on the anticipated use and desired content of your Web site. You must have the necessary knowledge to create and maintain a Web site. Firm does not provide this knowledge or customer support outside of our Services.
2.3 Bandwidth, Storage, and E-Mail Usage. For Services, you will not exceed the bandwidth, storage and E-mail usage limits in the Order Form. If you use any bandwidth or storage space in excess of the agreed upon number of megabytes per month or if you exceed E-Mail storage and attachment size limitations, Firm may, in its sole discretion, assess you with additional charges, suspend the Service, or terminate this Agreement. If Firm elects to take any corrective action, Firm will not refund any unused pre-paid fees. Your use of your account and access to it is your responsibility. You are responsible for any unauthorized access to your account resulting in bandwidth, storage and/or E-mail usage exceeding the limits in the Order Form and resultant charges.
2.4 Domain Names. As part of our Services, you will provide Firm with a registered domain name or names, or Firm will register domain name(s) you select if the domain name is available for registration and does not violate any Network Solutions' or other registration services' policies, or any law or regulation. You will promptly reimburse Firm for any fees Firm pays to Network Solutions or other registration services for registering and maintaining the domain name(s). If any dispute or cause of action arises out of or is related to your domain name used in connection with the Services, then upon your request, Firm will attempt to register with Network Solutions or other registrar an alternative domain name you chose. Upon registering your domain name, you are bound by the terms of Network Solutions' then current domain name policy and the policies of the national DNS registration authorities. Firm will not refund any fees you paid with respect to the registration of a domain name you are unable to use. If you received a "Free Domain Name Registration" offer when you signed up for the Services, and you terminate the Services within 1 year of the domain name registration, you will immediately pay Firm the full retail price for the domain name registration in effect when you registered the domain name, in addition to any other fees for early termination described in this Agreement.
2.5 Security. You are solely responsible for any security breaches affecting websites or accounts under your control. You are responsible for or involved in an attack on or unauthorized access into another server or system from your website, Firm will shut it down immediately and cannot be held responsible in any way.. You will pay any charges resulting from the cost to correct security breaches affecting Firm or any of its other customers or thirdparties. 2.6 Commercial Advertisements via E-Mail. You will not use Firm services, your account or server to send or facilitate in any way the transmission of unsolicited commercial email. Firm will enforce substantial penalties, including charging you for related network costs and terminating your account, for violations.
3. Intellectual Property Rights
3.1 Your License Grant to Firm. You grant to Firm a non-exclusive, worldwide, and royalty-free license for the Initial Term and the Renewal Term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of,
reproduce, create derivative works from, distribute, perform, display, and otherwise use your content as necessary for the purposes of rendering and operating the Services to you under this Agreement. You expressly: (a) grant to Firm a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that this caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.
3.2 Your Warranties And Representations to Firm. You warrant, represent, and covenant to Firm that: (a) you are at least 18 years of age; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance. 3.3 Firm Materials And Intellectual Property. All materials, including any computer software (in object code and source code form), data or information that Firm or its suppliers or agents develop or provide under this Agreement, and any know-how, methodologies, equipment, or processes Firm uses to provide our Services to you, including all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto will remain Firm's or its suppliers' sole and exclusive property. Firm may, in its sole discretion, change or remove any and all services provided by Firm.
4.1 Investigation of Violations. Firm may investigate any reported violation of this Agreement, or its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers or third parties. Firm will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.
4.2 Actions. Firm may restrict or policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or that potentially violates any laws. If Firm becomes aware that you have possibly violated this Agreement, any related policies or guidelines, third party rights or laws, Firm may immediately take corrective action, including: (a) issuing warnings, (b) suspending or terminating the Services, (c) restricting or prohibiting any and all uses of content hosted on Firm's systems, and (d) disabling or removing any hypertext links to third-party Web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by Firm that, in Firm's sole discretion, may violate or infringe any law or third-party rights or that otherwise exposes or potentially exposes Firm to civil or criminal liability or public ridicule. It is Firm's policy to terminate repeat infringers. These rights of action, however, do not obligate Firm to monitor or exert editorial control over the information made available for distribution via the Services. If Firm takes corrective action because of a possible violation, Firm will not refund to you any fees you paid in advance of the corrective action.
4.3 Disclosure Rights. To comply with applicable laws and lawful governmental requests, to protect Firm's systems and customers, or to ensure the integrity and operation of Firm's business and systems, Firm may access and disclose any information it considers necessary or appropriate, including, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on Firm's servers and systems. Firm may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. To the extent any inconsistency exists between any terms of Firm's On-line Privacy Statement and Firm's right to disclose under this section, Firm's right to disclose under this section will control.
5. Disclaimed Warranties Firm exercises no control over, and accepts no responsibility for, the content of the information passing through Firm's host computers, network hubs and points of presence, or the Internet. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE
INCLUDING, ANY FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, Firm DOES NOT MAKE AND DISCLAIMS, AND YOU WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.
6. Limitation and Exclusion of Liability
6.1 Limitations. IN NO EVENT WILL Firm OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR
ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER Firm NOR ITS SUPPLIERS WILL HAVE LIABILITY WITH RESPECT TO FIRM'S OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF Firm HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE LIABILITY OF Firm AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO Firm UNDER THIS AGREEMENT DURING THE 3 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY Firm UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU RELEASE Firm AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6.1.
6.2 Interruption of Service. Firm and its suppliers are not liable for any temporary delay, outages or interruptions of our Services. Further, Firm is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, any mechanical, electronic, communications or third-party supplier failure).
7. Indemnification You release and hold harmless, and agree to indemnify, Firm and its affiliates and suppliers (and their respective employees, directors and representatives) against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by Firm or its suppliers, arising out of or relating to: (a) your violation or breach of any term, condition, representation or warranty of this Agreement, or any applicable policy or guideline; (b) your improper or illegal use the Services; or (c) your violation, alleged violation, or misappropriation of any intellectual property right (including trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including defamation, libel, violation of privacy or publicity).
8. MISCELLANEOUS PROVISIONS
8.1 Entire Agreement. This Agreement, in conjunction with all policies and guidelines incorporated by reference, constitutes the entire agreement between you and Firm with respect to the subject matter of the Agreement, and there are no representations,
understandings or agreements that are not fully expressed in this Agreement and the related policies and guidelines.
8.2 No Fiduciary Relationship; No Third-Party Beneficiaries. Firm is not the agent, fiduciary, trustee or other representative of you. Except for the rights of Firm's suppliers under sections 6 and 7, nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person (other than the parties to this Agreement) any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of its representations, warranties, covenants, conditions and provisions are intended to be and are for the sole and exclusive benefit of the parties to this Agreement.
8.3 Amendments. Except as expressly provided in this Agreement, no amendment, change, waiver, or discharge of this Agreement is valid unless in writing and signed by the parties.
8.4 Identification. Firm may, free of any obligation to pay compensation, use your name and identify you as a Firm client, in advertising, publicity, or similar materials distributed or displayed to prospective clients.
8.5 Choice of Law and Forum. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF Arizona, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN Maricopa COUNTY, Arizona, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF THESE COURTS.
8.6 Compliance With Laws. You will comply with all applicable laws and regulations and will indemnify and save Firm harmless from your failure to so comply. Firm will not have to perform any obligations set forth in this Agreement if the performance would violate any present or future law, regulation or policy of any applicable government.
8.7 Non-Assignment. You may not assign this Agreement or any right or obligation under this Agreement, by operation of law or otherwise, without Firm's prior written consent. Firm may assign its rights and obligations under this Agreement, and may utilize affiliates and agents in performing its duties and exercising its rights, without your consent. This Agreement are binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
8.8 No Waiver. Firm's failure to enforce the strict performance of any provision of this Agreement does not constitute a waiver of Firm's right to subsequently enforce the provision or any other provisions of this Agreement.
8.9 Sever ability. If any term or provision of this Agreement is deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement, if applicable, will remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, the term or provision will remain in full force and effect with respect to all other applications.
8.10 Headings. The section headings used in this Agreement are for reference and convenience only and will not enter into the interpretation of the Agreement.
8.11 Survival. All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations will survive the termination or expiration of the Agreement.