Terms of UseDate of Last Revision:

  1. Acceptance of Agreement

    1. Use Constitutes Acceptance.NumberCruncher.com, Inc. (“our”, “we”, “us” or the “Company”) provides its Services (as defined below) to you (the “Customer”, “your” or “you”) through its web site located at www.ordertime.comand its directly associated domains (the “Site”), subject to this Terms of Use agreement (the “Agreement”). By accepting this Agreement or by accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement. You further agree that users using the Service or Site under your account will be also be bound by this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you may not use the Services.
    2. Changes Effective When Posted.The Company may change this Agreement from time to time without prior notice. You can review the most current version of this Agreement at any time on this page. The revised terms and conditions will become effective upon posting and we will indicate at the top of this page the date these terms were last revised. If you use the Services after that date, we will treat your use as acceptance of the revised terms and conditions. If any change to this Agreement is not acceptable to you, your only remedy is to stop accessing and using the Services.
    3. Registration.Customer must complete a registration form in order to use the Services. Customer will provide true, accurate, current, and complete information about you as requested in the registration form (the "Registration"), and will update the information to keep it current. As part of the registration process, Customer will identify an email address and password for the Customer's account. Customer is responsible for maintaining the security of Customer's account, passwords, and files, and for all uses of Customer's account and of the Services in Customer's name. The Company reserves the right in its sole discretion to refuse registration of, or cancel, accounts it deems inappropriate.
    4. Master Administrator.The entity or person creating an account for Services and designated as the owner will be deemed the (the "Master Administrator"). For security reasons, only the Master Administrator will be allowed to make changes, cancellations, or designate a new Master Administrator. Disputes sometimes arise between or among multiple persons claiming ownership of or rights to the account. The Company is not obligated to, and will not, resolve any such disputes.
  2. Description of Service

    1. Services.The “Services” includes (a) the Site, (b) the platform, tools and functions provided through the Site(c) all software, data, text, images, sounds, video, and content made available through the Site or Service (collectively referred to as the “Content”) . Any new features added to or augmenting the Services are also subject to this Agreement.
    2. Users.The Customer can make the Services available to an employee, associate and/or partners(a "User" or collectively the "Users"). The Master Administrator is responsible for maintaining the Users for the Customer.
    3. Types of Services.The Services are split into 2 broad categories
      1. User Specific: Fees (described below) for User Specific Services are calculated per Active User.
      2. Company Specific: Fees (described below) for Company Specific Services are calculated per Customer.
    4. Trial Period.After Registration, Customer is afforded a period of time to test the suitability of the Services for their purposes (the "Trial Period"). During the Trial Period, Customer can list two (2) Active Users.
    5. Subscription.After the Trial Period has expired and in order to continue using the Services, the Customer must subscribe to the Services (the "Subscription") by completing a subscription form specifying the number of Users and which, if any, Company Specific Services Customer will be purchasing and paying the required subscription fees.
    6. Independent Service Provider.The Company and Customer rely upon the Company's hosting and/or cloud service provider to use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week. Under no circumstances shall the company be liable for any breach, loss or damage caused by unavailability of the Company’s hosting and/or cloud service provider. Moreover, the Customer acknowledges that the services may be unavailable for:
      1. planned downtime (of which the Company shall give advance electronic notice);
      2. any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees);
      3. Internet service provider failure or delay or denial of service attack.
    7. Customer Data.Information entered by or for Customer to the Services ("Customer Data") is maintained on the Company's hosting and/or cloud service provider’s servers. The Companyand Customer rely upon the hosting and/or cloud service provider and Customer to use commercially reasonable efforts to protect the security, confidentiality and integrity of Customer Data.Under no circumstances shall the Company be liable for any breach, loss or damage caused by failure to secure, keep confidential or protect CustomerData.
    8. Customer Backups.Although the company might regularly backup Customer Data, IT IS SOLELY CUSTOMER'S DUTY AND RESPONSIBILITY TO SEPARATELY BACKUP CUSTOMER DATA WHICH MAY RESIDE ON THE COMPANY'S SERVERS. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE TO ANYONE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY FOR LOSS AND/OR DAMAGE OF CUSTOMER’S FILES AND/OR DATA ON ANY SERVER.
    9. Data Access.The Company will only access Customer Data:
      1. to provide technical support for the Services;
      2. for development , software testing and improvement of the Services;
      3. as required by law;
      4. as permitted in its privacy policy; or,
      5. when Customer expressly permits so in writing.
    10. Card Holder Data.Customer Data may include credit cardholder data. Customer acknowledges that Customer is responsible for determining the PCI DSS merchant requirements applicable to Customer and Customer's unique use of the Services.
    11. Email Support.The Company will provide email support (the "Basic Support ") for the Services, Monday through Friday during regular business hours (excluding US holidays) at no additional costor upgraded support if purchased.
  3. Restrictions and Responsibilities

    1. Service Agreement.This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (" Software"); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
    2. Customer Compliance with Company Policies.Customer represents, covenants, and warrants that Customer will use the Services only in compliance with these Terms, the Company's published privacy policies or otherwise furnished to Customer (the "Privacy Policy ") and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation). Customer may not access or otherwise use third party mailing lists in connection with preparing or distributing unsolicited email to any third party. Customer hereby agrees to indemnify and hold harmless the Company and the Content Providers and the respective directors, officers, employees and agents of each against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing. Although the Company has no obligation to monitor the content provided by Customer or Customer’s use of the Services, the Company may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
    3. No Unsolicited Emails.For every email message sent in connection with the Services, Customer acknowledges and agrees that the recipient has agreed to receive such communication and that Customer will not engage in the act of sending unsolicited emails.
    4. Company May Use Customer Information.In using the varied features of the Services, Customer may provide information (such as name, contact information, or other registration information) to the Company. The Company may use this information and any technical information about Customer's use of this Site to tailor its presentations to Customer, facilitate Customer's movement through this Site, or communicate separately with Customer. The Company will not provide information to companies Customer has not authorized, and The Company will not authorize the companies that get such information to sell and redistribute it without Customer’s prior consent.
    5. Intellectual Property.Customer acknowledges and agrees that: (a) the Services including without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, "Proprietary Information") are owned by the Company and/or its third party sponsors, partners, and other co-branders (collectively, " Content Providers"), (b) the Proprietary Information contains valuable copyrighted material and is protected by U.S. and international copyright and other intellectual property laws, (c) the Proprietary Information is licensed, rather than sold, to Customer pursuant to these Terms, and (d) Customer has no rights in the Proprietary Information, other than the rights and licenses granted to Customer herein.
    6. The Company Trademarks or Service marks."OrderTime", "NumberCruncher.com" and our logos (both words and design) either are trademarks, service marks, or registered trademarks of the Company or its Content Providers, and may not be copied, imitated or used, in whole or in part without the Company 's prior express written consent and/or that of our Content Providers. In addition, all page headers, custom graphics, design and user interface elements, and scripts are service marks, trademarks, and/or trade dress of the Company and may not be copied, imitated, or used, in whole or in part without our prior written permission, which consent may be withheld in our sole discretion. All other marks or logos not owned by the Company are the property of their respective owners.
    7. Reservation of Rights.Except for the rights expressly granted to Customer pursuant to these Services, Customer acknowledges that it has no right, title or interest in or to this Site, the Services or Proprietary Information. All rights not expressly granted by the Company in these Terms are hereby reserved by the Company. There are no implied rights.
  4. Term and Termination

    1. Customer Termination.Customer may terminate this Agreement at any time subject toSections 4.III-IV.
    2. Company Termination.The Company may terminate this Agreement or the Services at any time with or without cause, and with or without notice. The Company will have no liability to Customer or any third party because of such termination.
    3. General Termination.Upon termination or expiration of this Agreement by either party for any reason, (a) the Company will cease providing the Services, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise and (c) any outstanding balance owed to the Company for your usage of the Services through the effective date of such termination or expiration will immediately become due and payable in full. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability.
    4. Destruction and Retention of Customer Data.Upon termination or expiration of this Agreement by either party for any reason, including but not limited to dissolution, bankruptcy and/or winding down of the Company, the Site and/or any related business the Company may at its sole discretion delete any Customer archived data within 30 days after the date of termination.Notwithstanding the forgoing,the Company has no obligation to retain, store or destroy any Customer Data after termination or expiration of this agreement and/or during the period of 30 days after the date of termination and/or expiration.
  5. Fees and Payment; Upgrade, Downgrade and Cancellation of Services

    1. Fees.In consideration of the Services provided, Customer will pay the Company all fees due according to the prices and terms listed on this Site. The Company reserves the right to modify its pricing and terms at any time, and such changes or modifications will be posted on this Site and effective immediately upon the next renewal, billing period, upgrade or downgrade of the Services with and/or without notice to Customer. All payments are NON-REFUNDABLE.
    2. Taxes.All fees are exclusive of all federal, state, and/or other governmental sales, goods and services, value-added, harmonized or other taxes, fees or charges. Customer shall be responsible for all sales, goods and services, value-added, harmonized or other taxes, fees or charges.
    3. Billing Policies and Cycles.All billing invoices and payment notifications will be maintained directly in Customer's Account Portal. The billing cycle begins on the day Customer completes the Subscription registration (the "Billing Date") and is due on a corresponding day each month, partial year or year thereafter, depending on the Service plan selected and billing terms for individual Services.
    4. Payment.A valid credit card is required for accounts to process payment. The Company will automatically charge Customer's credit card on file based on Customer's billing cycle (monthly, partial yearly or yearly, depending on the Services selected and billing terms for individual Services) until Customer validly terminates the Services. Fees for prepaid Services are based on Services purchased, regardless of actual usage and payments made for such Services are NON-REFUNDABLE. THE COMPANY DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL DAYS, MONTHS OR YEARS AND DOES NOT PROVIDE REFUNDS TO CUSTOMERS WHO DO NOT USE THEIR ACCOUNTS OR LOG IN.
    5. Unpaid Accounts.Unpaid amounts are subject to a late payment charge of 1.5% per month, or the maximum legal rate allowed by law, whichever is less. If payment is not received within 30 calendar days of the billing date, the Company will automatically revoke access to Customer's account. The Company may or may not contact Customer directly to notify Customer of its unpaid account. Accounts past due over 90 days will automatically be deactivated.
    6. Disputed Charges/Billing Inquiries.It is Customer's obligation to review all charges for accuracy. Customer has 30 days from the date of billing to contact the Company and/or dispute the charge. Failure to do so within the specified time frame will constitute Customer's agreement that all charges are valid and Customer thereby waives any claims it may have had regarding such charge.
    7. Upgrades.Should Customer elect to upgrade, including, but not limited to,adding more Users or purchasing Company Specific Services, the Billing Date of the next renewal period will remain the same; however, Customer will be billed immediately for the pro-rata portion of the upgraded Services fee for the remainder of the current billing period.
    8. Downgrades.Should Customer elect to downgrade,including, but not limited to, reducing its Users or deactivating Company Specific Services, the downgrade will take effect on the commencement of the next renewal period. In other words, the Company DOES NOT provide credits or refunds on downgrades that are effective during the applicable billing period (whether such period is a month, quarter or year).
    9. Cancellations.The Company Services will continue in effect until Customer validly terminates the Services.
    10. Automatic Renewal.Customer must notify the Company of its intent to terminate prepaid Services at least 5 calendar days before the billing renewal date. If notice is not received before such date, such Services will automatically renew for the subsequent renewal period.
  6. Prohibited Practices

    1. Prohibited Offerings.Customer may not utilize the Services for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive or deceptive messages, viruses or harmful code, or violating third party rights.
    2. Profanity.Profanity, profane or otherwise inappropriate subject matter in the site content and in the domain name are prohibited.
    3. Private Information and Images.Customers may not post or disclose any personal or private information about or images of children or any third party without the consent of such party (or a parent's consent in the case of a minor).
    4. Violations of Intellectual Property Rights.Any violation of any person's or entity's intellectual property rights, rights of privacy, rights of publicity or other personal rights is prohibited. The Company may remove or block access to content appearing on or through the Services upon receipt of proper notice of copyright infringement as set forth herein in Section 7 and as otherwise permitted by law.
    5. Misrepresentation of Transmission Information.Forging, misrepresenting, omitting, or deleting message headers, return mailing information and/or Internet protocol addresses to conceal or misidentify the origin of a message is prohibited.
    6. Viruses and Other Destructive Activities.Use of the Services for creating or sending Internet viruses, worms or Trojan horses, or for pinging, flooding or mail bombing, or engaging in denial of service attacks is prohibited. It is also prohibited for Customer to engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the Services (or any connected network, system, service or equipment) or conduct their business over the Internet.
    7. Hacking."Hacking" and related activities are prohibited. "Hacking" includes, but is not limited to, the following activities illegally,without authorization and/or exceeding authorization: accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in hacking.
    8. Anonymous Proxies.The Company does not allow the use of anonymous proxy scripts on its servers. They can be very abusive to the server resources, affecting all users on that server. Customer will not access or copy any portion of the Services through any automated viewing, downloading or crawling systems.
    9. Export Control Violations.The exportation of encryption software outside the United States and/or violations of United States law relating to the exportation of software is prohibited. Customer may not export or transfer, directly or indirectly, any regulated product or information to anyone outside the United States without complying with all applicable statues, codes, ordinances, regulations, and rules imposed by United States federal, state or local law, or by any other applicable law.
    10. Child Pornography.The use of the Services to store, post, display, transmit, sell, advertise or otherwise make available child pornography is prohibited. The Company is required by law to, and will, notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through, the Services.
    11. Other Illegal Activities.The use of the Services to engage in any activity that is determined by the Company, in its sole and absolute discretion, to be illegal is prohibited. Such illegal activities include, but are not limited to, storing, posting, displaying, transmitting, selling or otherwise making available ponzi or pyramid schemes, fraudulently charging credit cards or displaying credit card information of third parties without their consent, and failure to comply with applicable online privacy laws. The Company will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services.
    12. Other Activities.This list of prohibitions provides examples of prohibited conduct, and is not intended to be a complete or exclusive list of all prohibitions. Engaging in any activity that, in the Company's sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the Services, the Company 's business, operations, reputation, goodwill, customers and/or customer relations, or the ability of the Company 's customers to effectively use the Services is prohibited. Such prohibited activities include making available any program, product or service that is designed to or could be used to violate this Agreement. In addition, the failure of Customer to cooperate with the Company in correcting or preventing violations of these Terms by, or that result from the activity of, a customer, patron, subscriber, invitee, visitor, or guest of Customer constitutes a violation of these Terms by Customer. Without limiting the rights and remedies available to it, the Company reserves the right in its sole discretion, to suspend or terminate Customer's access to its account and the Services, with or without notice, and to take any other action that the Company determines in its sole discretion is necessary as a result of any behavior by Customer that is illegal, inappropriate, disruptive to this Site, the Services, or to any other user of this Site or the Services, or which otherwise breaches these Terms. The Company may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required, or otherwise in the Company's sole discretion, the Company will cooperate with law enforcement agencies in any investigation of alleged illegal activity conducted using this Site or the Services. These prohibitions do not require the Company to monitor, police, remove or reject any content, information, graphics, photographs or links on Customer’s hosted sites or any Customer Voluntary Suggestions or other information submitted by Customer or any other user.
  7. Copyright Infringement

    1. Notification.

      PLEASE BE ADVISED THAT 17 U.S.C. § 512 PROVIDES THAT ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING COSTS AND ATTORNEYS’ FEES, INCURRED BY THE ALLEGED INFRINGER, BY ANY COPYRIGHT OWNER OR COPYRIGHT OWNER'S AUTHORIZED LICENSEE, OR BY A SERVICE PROVIDER, WHO IS INJURED BY SUCH MISREPRESENTATION, AS THE RESULT OF THE SERVICE PROVIDER RELYING UPON SUCH MISREPRESENTATION IN REMOVING OR DISABLING ACCESS TO THE MATERIAL OR ACTIVITY CLAIMED TO BE INFRINGING, OR IN REPLACING THE REMOVED MATERIAL OR CEASING TO DISABLE ACCESS TO IT.

      To file a 17 U.S.C. § 512(c)(3) copyright infringement notification with us, send a written communication that includes the following (please consult your legal counsel to confirm these requirements):

      1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
      2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
      3. Information reasonably sufficient to permit Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
      4. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
      5. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
      6. Such written notice should be sent to our designated agent as follows:
    2. Counter-Notification.

      PLEASE BE ADVISED THAT YOU WILL BE LIABLE FOR DAMAGES (INCLUDING COSTS AND ATTORNEYS' FEES) IF YOU MATERIALLY MISREPRESENT THAT A PRODUCT OR ACTIVITY IS NOT INFRINGING THE COPYRIGHTS OF OTHERS. ALSO, PLEASE BE ADVISED THAT WE ENFORCE A POLICY THAT PROVIDES FOR THE TERMINATION IN APPROPRIATE CIRCUMSTANCES OF THE ACCOUNTS OF SUBSCRIBERS WHO ARE REPEAT INFRINGERS.

      ACCORDINGLY, WE SUGGEST THAT YOU CONSULT YOUR LEGAL COUNSEL BEFORE FILING ANY COUNTER NOTIFICATION.

      To file a counter notification with us, you must provide a written communication that substantially forth the items specified below.

      1. A physical or electronic signature of the subscriber;
      2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. (Providing us with specific URLs in the written communication is the most effective and efficient way to do this);
      3. Information reasonably sufficient to permit Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
      4. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
      5. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for the Southern District of Florida, Fort Lauderdale Division, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
  8. Assignment

    1. The Company may assign or transfer this Agreement, and your user account and related information and data, to any person or entity that acquires or is merged with the Company or its business related to the Services and/or Site.
  9. Miscellaneous

    1. Governing Law; Jurisdiction. The laws of the State of Florida will govern the validity and construction of these Terms and any dispute arising out of or relating to these Terms, without regard to the principles of conflict of laws. Customer hereby consents (and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to the jurisdiction and venue of the federal and state courts located in Broward County, Florida (USA). The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
    2. WARRANTY DISCLAIMER. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ITS USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITEWILL BE AT ITS OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT (A) THE ABILITY OF THE SERVICES OR SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE OR THE SERVICES OR SOFTWARE, (C) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (D)) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
    3. NO ORAL WARRANTIES AND/OR ADVICE. IN ADDITION, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), WHETHER DIRECTLY OR INDIRECTLY, WILL (A) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE OR (B) CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE. CUSTOMER SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE, AND CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO ITS SITUATION.
    4. SURVIVAL OF DISCLAIMER. THE FOREGOING DISCLAIMER OF REPRESENTATIONS, CONDITIONS AND WARRANTIES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
    5. WARRANTIES AND REPRESENATIONS ARE LIMITED TO THE FULLEST EXTENT OF THE LAW. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE COMPANY’S WARRANTIES, CONDITIONS AND REPRESENTATIONS WITH RESPECT TO THIS SITE, THE SERVICES, AND SOFTWARE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
    6. LIMITATION OF LIABILITY THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ASSUME NO RESPONSIBILITY WITH RESPECT TO CUSTOMER’S OR ITS END USER'S USE OF THE SERVICES AND WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE COMPANY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY THE COMPANY FROM CUSTOMER FOR THE SERVICES DURING THE 12-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SITE OR THE SERVICES FOUND AT THIS SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE LIABILITY OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR SUCH DAMAGES WITH RESPECT TO THIS SITE AND THE SERVICES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
    7. Indemnification of the Company Customer agrees to defend, indemnify and hold the Company and its Content Providers and the respective directors, officers, employees and agents of each harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to Customer's breach of any of these Terms or use by Customer or any third party (authorized, permitted or enabled by Customer) of the Services, except to the extent the foregoing directly result from the Company's own gross negligence or willful misconduct. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer. THIS FOREGOING INDEMNIFICATION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER'S USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
    8. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
    9. No Assignment by Customer. Customer may not assign this Agreement without the prior written consent of the Company, which the Company may refuse in its sole discretion. Any attempt by Customer to assign this Agreement without prior written consent from the Company will be deemed null and void. The Company may assign this Agreement at any time. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    10. Waiver. The failure of the Company to exercise or enforce any right or provision of these Terms or this Agreement will not constitute a waiver of such right or provision.
    11. Entire Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. The section headings and titles in these Terms and this Agreement are for convenience only and have no legal or contractual effect. These Terms and this Agreement will be interpreted without application of any strict construction in favor of or against Customer or the Company.
    12. Independent Contractors. No agency, partnership, joint venture or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind the Company in any respect whatsoever.
    13. Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.
    14. Force Majeure. The Company will have no liability to Customer or any third party for any failure by the Company to perform its obligations under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of the Company, including without limitation an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion, hardware failure, connectivity disruption or other event of force majeure.