Last Modified: January 23, 2019
THIS AGREEMENT CONTAINS AN ARBTIRATION CLAUSE (SECTION 18) AND CLASS ACTION WAIVER (SECTION 19) TO RESOLVE
ANY DISPUTE RELATED TO THE SMARTY SITE OR SERVICE PROVIDED BY SMARTY.
Before you can use the services provided at joinsmarty.com, and/or download, install, and use the Smarty
browser application (“Software”), which provides a service that automatically searches for and, if
available, applies various coupon codes for certain shopping transactions on the internet (the “Service”).
The Service may offer cash back for certain shopping transactions, where Smarty shares a portion of the
compensation it receives from various partners (“Cash Back”). In order to use the Service provided by
Smarty, LLC., a New Mexico limited liability company (“Smarty”, “we”, or “us”), you must first read and
unconditionally agree to all of the following terms and conditions (“Terms and Conditions”), which hereby
Agreement shall be abided at all times by you as it governs your conduct while using our Services. Your
participation in the Service, or any part thereof, is subject the terms of this Agreement and is at the sole
discretion of Smarty.
Please read the following carefully. This document is a legal agreement between Smarty and you (“you”,
“your”, or the “End User” which expressions shall include any authorized users unless the context indicates
otherwise). Your access to the Service is subject to all the terms, conditions, limitations and waivers
below. You acknowledge and agree that by downloading, installing, and/or accessing any part of the Service,
you will be unconditionally bound by all the terms and conditions in this Agreement. If you do not agree to
this Agreement, then you have no right to access, participate in, or use the Service or related services.
The stated purpose of this Agreement is to provide for a revocable, non-exclusive, limited license (in
accordance with Section 4), to End User, for the duration of this agreement, to allow End User to download,
install, and access Smarty’s proprietary technology onto End User’s website browser, provided End User first
agrees to all the terms and conditions in this Agreement, and such usage is at all times in accordance with
this Agreement. The Service provided by Smarty helps block advertisements and tracking technologies while
End User browses websites with the Smarty software extension installed.
NOW, therefore, for good and adequate consideration, the receipt of which is acknowledged, the parties agree
govern your use of the Service and you agree to be bound by them.
By accepting or agreeing to this Agreement, including by using the Service, on behalf of a
company or other legal entity, you represent and warrant that you have the authority to bind
that company or other legal entity to this Agreement and, in such event, “End User”, “You”
“Your” will refer and apply to that company or other legal entity.
“Intellectual Property” means copyrights, trade-marks, trade dress, trade
secrets, database rights, rights of confidentiality, and patents.
“Marks” means a Smarty’s trademarks, service marks, logos and trade dress.
“Service” means the Smarty Site, and the Software you download and install
on your mobile device from the Smarty Site, which may include, but is not limited to, news
alerts, weather information, and/or advertisements.
“Software” means the Smarty browser application you opt-in to download and
install from the Smarty Site, that allows Smarty to provide the Service.
“Smarty Site” means the website owned and operated by Smarty and located at
USING OUR SERVICES
AGE REQUIREMENT: YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT (ARE AT
LEAST 18 YEARS OLD) AND ARE NOT A PERSON BARRED FROM RECEIVING SERVICES UNDER THE LAWS OF
THE UNITED STATES OF AMERICA OR OTHER APPLICABLE JURISDICTION. IF YOU ARE UNDER THE AGE OF
18 YEARS OLD OR DO NOT AGREE TO THIS AGREEMENT, YOU ARE PROHIBITED FROM USING THE SERVICES.
The Services should not be accessed, and the Software should not be downloaded by any
residents of the European Economic Area.
Upon (1) downloading the Software, (2) creating an account on Smarty Site, or (3) accessing
any part of the Service, you represent and warrant that you have read, that you understand
and agree to be bound by the terms of this Agreement, as modified by Smarty from time to
time and posted at the Smarty Site. If you do not agree to this Agreement, then you have no
right to download, install, or access the Software, the Smarty Site, or any part thereof.
After completion of the information form on the Smarty Site, you will be permitted to
download the Software, which is necessary to receive the Service. Smarty may in its sole
discretion elect to approve or deny your request to download the Software at any time, in
its sole discretion.
Smarty reserves the right in its sole discretion to cancel your account, the provision of
any service in connection with the Service, and/or to refuse you access to the Service,
without notice to you.
Smarty reserves the right in its sole discretion to request that you delete the Software
from your mobile device, at any time, and you shall promptly comply with any such request.
LICENSE AND INTELLECTUAL PROPERTY
End User acknowledges and agrees Smarty and/or its licensors own all Intellectual Property
in connection with the Smarty Site and Software. Except as expressly stated herein, this
Agreement does not grant End User any Intellectual Property rights or licenses in or to the
Smarty Site or Software.
Subject to the terms, limitations and conditions herein, Smarty grants to End User a
limited, non-exclusive, revocable, non-sublicensable, and non-transferrable license during
the Term to access the Smarty Site, and download, install, and access Smarty’s Software. All
rights granted by Smarty to End User shall expire upon termination of this Agreement.
Smarty will retain all right, title and interest in and to the Service, the Smarty Site, and
all data generated by Smarty, including without limitation, data generated by its click
tracking system and other performance measurement applications, and all associated
Intellectual Property and proprietary rights worldwide (including, but not limited to,
ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of
advertisers and information, algorithms, taxonomies, trade secrets and other intellectual
property rights therein). Except as expressly stated herein, this Agreement does not grant
End User any rights to, or in, copyrights, database rights, trademarks, trade names, trade
secrets (registered or unregistered), or any other rights or licenses in respect to the
Service or the Smarty Site.
In no event shall Smarty, its employees, agents or sub-contractors be liable to End User for
any alleged Intellectual Property infringements (i) based on a modification of the Software
or Smarty Site by anyone other than Smarty; (ii) if End User has been notified of the
alleged or actual infringement by Smarty or any appropriate authority, and End User
continued to use the Service after such notice was given; or (iii) if End User uses the
Software or Smarty Site, or any portion thereof, in way that is contrary to the instructions
provided by Smarty, whether by email or on the Smarty Site. The foregoing constitutes Und
User’s sole and exclusive remedy and Smarty’s sole liability in the event of any claim
regarding infringement of any Intellectual Property.
LIMITATIONS ON LICENSE
The license granted above is conditioned upon End User’s, observance of the following
restrictions: (i) except as expressly permitted herein, End User will not display, use,
reproduce, cache, store, distribute, make derivative works of, modify, sell, resell, rent,
license, sublicense, transfer, assign or redistribute in any way any materials in connection
with the Smarty Site, Software, or Service, except in accordance with the terms of this
Agreement; (ii) End User will not display, sublicense or syndicate the Software on or to any
third party or website, unless it first obtains Smarty’s prior written consent; and (iii) Smarty
reserves the right, in its sole discretion, to modify, discontinue or terminate this Agreement
or the Service, in whole or in part, at any time.
EARNING CASH BACK
In order to earn cash back through the Service (“Cash Back”), you must be at least 18 years
old and provide Smarty with a valid email address in order to create an account. You are
limited to one account. In order to receive any payments, you must provide Smarty with a
valid PayPal email address. Smarty partners with affiliate networks and vendors, to offer
Cash Back opportunities on certain purchases. Installing the Software will alert you to Cash
Back opportunities and the amount of Cash Back being offered. Smarty is paid directly by its
affiliate networks and vendors, for specific purchases you make around the web. Once Smarty
receives full and complete payment for your transaction by the affiliate network and/or
third party vendor, Smarty will display the Cash Back credit in your account. The amount in
your account can be cashed out and will be paid via the valid PayPal email address you
provided. A single PayPal email address cannot be used for multiple Smarty accounts.
You must use links solely provided by the Smarty Software or Site. Use of any links provided
by Smarty outside the Service, such as on social media platforms, is prohibited and you
acknowledge you will forfeit any Cash Back accrued as a result of your misuse of the links.
If you access a third party link prior to a purchase transaction, and/or use any third party
discount code, you may not be paid any Cash Back, because your purchase might be associated
with an outside service.
If you disable cookies, you may not earn cash back for your purchase transaction, since
cookies are used to verify eligible accounts for the Service.
Cash Back amounts may be subject to additional terms, and/or may contain additional
exclusions in the terms of the offer or affiliate purchase checkout page.
Cash Back is only offered and paid on the net purchase amount, which excludes fees, taxes,
shipping costs, return and cancellation costs.
Cash Back is paid in United States currency.
All Cash Back payments are conditioned on you not being a resident of any country currently
subject to economic or trade sanctions by any entity of the United States government. All
Cash Back payments are further conditioned on verification methods to prove your identity as
may reasonably be requested by Smarty.
No payments shall be owed, until your balance exceeds three dollars ($3) in United States
All Cash Back accrual rates vary and are subject to the Third Party Store’s policies and
payment schedules. Cash Back for certain purchases, such as travel, may not accrue until you
have completed the travel related activity.
Smarty, in its sole discretion, may modify the payment schedule at any time, and/or delay
payment as a result of suspicion of fraud, or any change to the Third Party Store’s
policies. Smarty, in its sole discretion, may withhold all accrued payments if Smarty
determines such amounts were accrued as a result of fraud (defined below).
You are solely liable for any taxes, levies, duties, or fees owed to any applicable
government authority as a result of the Cash Back paid to you by Smarty.
THIRD PARTY STORES
All products purchased in connection with the Service, are products purchased from a third
party store (“Third Party Store”). Smarty and such Third Party Store have an independent
relationship, and you agree Smarty is not an agent of such Third Party Store.
Smarty shall not be liable for any product purchased through a Third Party Store, and any
purchase, or participation in an offer or promotion is between you and the Third Party
Store. Smarty shall have no liability for any Third Party Store’s withdrawal from the Smarty
Services, any changes, or any effect on your accrual of Cash Back caused by such Third Party
Store’s changes, or withdrawal from the Smarty Service.
FRAUDULENT USE OF SERVICES
Smarty reserves the right to investigate any suspicious activity, and all determinations of
fraud shall be in Smarty’s sole and absolute discretion. Fraudulent activity includes, but
is not limited to, using multiple Smarty accounts, repeatedly and consistently returning
products after Cash Back has been credited, engaging in fraudulent referrals, and/or
fraudulently manipulating tracking system technology to give your account credit for
purchases made by third parties (“Fraud”).
Smarty shall not be liable to pay you for any activity determined to be the result of Fraud,
and shall be entitled to withhold any Cash Back amounts that have accrued, and/or terminate
your ability to earn any future Cash Back amounts. Additionally, for any Cash Back amounts
that have been paid to you, Smarty shall be entitled to charge-back any amounts paid to you
resulting from Fraud.
You may remove the Software at any time, by following the instructions at the following
link: Uninstallation Instructions.
SERVICE MODIFICATIONS BY SMARTY
The Service, Software, or any part thereof may be modified, suspended, or terminated by Smarty
at any time in its sole discretion and without notice.
END USER REPRESENTATIONS AND WARRANTIES
End User represents and warrants it has the full right and authority to enter into this
Agreement and to perform the acts and obligations required of it hereunder.
End User represents and warrants that execution of this Agreement and performance of its
obligations hereunder do not and will not violate any agreement to which it is a party or by
which it is bound, and it will comply with all applicable laws, rules and regulations
(including, without limitation, privacy and data control laws).
End User represents and warrants that the information provided to Smarty in any registration
application, forms and otherwise is accurate, complete, and does not contain any untruthful
End User shall not use the Service, the Smarty Site, the Software, or any part thereof, or any
technology learned from the relationship covered in this Agreement to build (i) a service that
competes with the Service; (ii) assist any other person or company to compete with the Service;
or (iii) in any other way compete with the Smarty Service.
located on the Smarty Site’s homepage and is hereby incorporated into this Agreement. By
using our Services, you agree that Smarty can use such data in accordance with our Privacy
Data Obligations. With respect to any personally identifiable information
or other data you provide in connection with this Agreement (“Data”), if any, then you
hereby consent to the use and disclosure of the Data in accordance with Smarty’s Privacy
Policy. With respect to any Data provided you shall ensure the Data has and will continue to
comply with all applicable data protection and privacy laws, including but not limited to,
the EU General Data Protection Regulation 2016/679 (“GDPR”). You shall ensure you have
obtained all necessary rights, consents, and authorizations from any data subjects for which
the data relates in connection with this Agreement to allow Smarty to process the personal
data outside the data subject’s country of residence. Any Data sent to Smarty will be
processed in the United States, or any other country where Smarty, or its contractors
maintain data storage or processing facilities, and by using the Services, you hereby
consent to such processing and storing of the Data.
Data Communications Security. You acknowledge and agree email
communications are generally not an encrypted form of communication, and Smarty shall not be
responsible for any interception of Data by third parties, that is sent to Smarty by way of
email or other form of unencrypted electronic communication.
Prohibited Data. In no event shall you send Smarty any data that is
generally considered highly sensitive or falls under the “special categories of personal
data” under the GDPR. This includes, but is not limited to, personal data revealing racial
or ethnic origin, religious beliefs, genetic data, data concerning a person’s health, a
person’s sexual orientation, trade union membership, or biometric data.
You agree to indemnify and hold Smarty and its officers, directors, agents, affiliates,
licensors and employees harmless from and against any and all claims, actions, liabilities,
losses, expenses, damages, and costs, whether based on active negligence, passive negligence or
gross negligence (including without limitation all attorneys’ fees and costs of every kind,
including expert fees and not limited to statutory costs), arising out of (1) your use of the
Service, (2) your breach of any term, warranty, representation or covenant in this Agreement, or
(3) any claims by any third party in connection with this Agreement. End User’s obligation to
indemnify Smarty is conditioned upon Smarty providing prompt notification of any and all such
claims, unless the failure to notify does not materially and adversely affect the defense.
Smarty will reasonably cooperate with End User in the defense and/or settlement thereof, at End
User’s expense. Smarty may have its own counsel in attendance at all proceedings and substantive
negotiations relating to such claim at the Smarty’s sole cost and expense. End User shall not
settle any third party claim in a manner detrimental to Smarty without the written consent of
Smarty, not to be unreasonably withheld or delayed.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SMARTY HEREBY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND IMPLIED
WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), WITH RESPECT TO THE
PROVISION OF THE SERVICES PROVIDED TO END USER HEREIN. ABSENT ANY PROVISION TO THE CONTARY
HEREIN, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, END USER ACKNOWLEDGES
THAT THE SMARTY SITE, SOFTWARE, AND ALL SERVICES PROVIDED BY SMARTY HEREIN ARE PROVIDED
"AS IS" WITHOUT ANY WARRANTIES OF ANY KIND.
Smarty is not responsible if the Service, Software, Smarty Site, or related services
provided by Smarty is inaccessible, unavailable or inoperable for any reason, including,
without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or
repairs which Smarty may undertake from time to time; or (iii) other causes beyond the
control of Smarty, including, without limitation, interruption or failure of
telecommunication or digital transmission links, hostile network attacks, the
unavailability, operation, or inaccessibility of websites or interfaces, network congestion
or other failures.
LIMITATION OF LIABILITY
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL SMARTY OR
ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS,
OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES
ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST
REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY
LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE SOFTWARE,
SERVICE, SMARTY SITE, OR ANY OTHER INTERACTIONS WITH SMARTY, EVEN IF SMARTY OR AN
SMARTY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU. IN SUCH CASES, SMARTY’S LIABILITY WILL BE LIMITED TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW.
ANY LIABILITY OF SMARTY, ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES,
AGENTS, CONSULTANTS OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR
DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION,
INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY OF MERCHANDISE OR INFORMATION,
DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE,
THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF
SMARTY’S RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR
UNDER ANY OTHER CAUSE OF ACTION, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
YOU ACKNOWLEDGE AND AGREE THAT (A) THE REMEDIES, EXCLUSIONS, LIMITATIONS OF
LIABILITY, AND LIMITATION OF DAMAGES HEREIN, REFLECT A REASONBLE ALLOCATION OF
RISKS; (B) THAT YOU AND SMARTY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE
EXCLUSIONS, LIMITATIONS OF LIABILITY, AND ALL OTHER TERMS IN THIS AGREEMENT. YOU
ACKOWLEDGE THAT THE TERMS CONTAINED IN THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS
BETWEEN YOU AND SMARTY.
ASSIGNMENT; CHANGE OF CONTROL
End User shall not assign any of its rights or obligations under this Agreement, in whole or
in part, without Smarty’s written consent.
Smarty may at any time assign, in whole or in part, its rights or obligations under this
Agreement without the consent of and without prior notification of End User.
Any dispute arising out of or related to this Agreement shall be resolved by confidential
arbitration before a single arbitrator. Arbitration shall be conducted in accordance with
then current and applicable rules of the American Arbitration Association. All
arbitration-related hearings shall be conducted in Albuquerque, New Mexico. The arbitrator
shall be selected by the mutual agreement of the parties. If the parties cannot agree on a
single arbitrator, then the arbitrator shall be selected in accordance with the then in
effect rules of the American Bar Association. Once selected, the Arbitrator shall be
empowered to hear and resolve any and all issues related to, arising from, based upon or in
any way related to the dispute, whether based in law or equity. The Arbitrator shall issue
rulings, decisions, orders, judgments and permanent injunctions as applicable and
appropriate. The prevailing party in said arbitration shall be awarded, Attorney’s fees and
costs as well of the costs of the arbitrator. If a party is files a motion or petition to
compel arbitration, then the prevailing party in said motion or petition shall be awarded
interim attorney’s fees and costs related to the motion or petition. THE PARTIES
HEREBY AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL.
A Party who intends to seek arbitration must first send a written notice of the dispute to
the other, by certified mail or Federal Express (signature required), or in the event that
We do not have a physical address on file for You, by electronic mail ("Notice"). Smarty’s
address for Notice is: Smarty, Attention: Legal, 317 Commercial St, NE, Ste A, PMB 521,
Albuquerque, NM 87102. The Notice must (a) describe the nature and basis of the claim or
dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith
efforts to resolve the claim directly, but if We do not reach an agreement to do so within
30 days after the Notice is received, You or Smarty may commence an arbitration proceeding.
You specifically agree that any claim or cause of action You may have arising out of this
Agreement will be brought only in Your individual capacity. You agree and acknowledge that
You will not be a Party, class member, or representative of any class action proceedings
against Us. Also, an arbitrator may not consolidate more than one person’s claims, and may
not otherwise preside over any form of a representative or class proceeding.
ANY CLAIM OR CAUSE OF ACTION RELATING TO OR PERTAINING TO THIS AGREEMENT MUST BE
ARBITRATED AS SET OUT IN THIS SECTION 18 WITHIN ONE (1) YEAR OF THE OCCURRENCE GIVING
RISE TO THE CLAIM OR CAUSE OF ACTION. THIS TIME LIMITATION APPLIES TO ALL TERMS AND
CONDITIONS SET OUT IN THIS AGREEMENT. ALL CLAIMS OR CAUSES OF ACTION NOT INITIATED
WITHIN THE TIME RESTRICTION AS SET FORTH IN THIS SECTION 18.4 ARE PERMANENTLY
GOVERNING LAW; VENUE
This Agreement will be governed by and construed in accordance with the laws of the State of New
Mexico, notwithstanding the actual state or country of residence or incorporation of the
parties. Arbitration hearings shall be held solely in Albuquerque, New Mexico for all actions
arising out of or related to this Agreement. The United Nations Convention on Contracts for the
International Sale of Goods does not apply to this Agreement. YOU UNDERSTAND AND AGREE
THAT, BY ENTERING INTO THESE TERMS, YOU AND SMARTY ARE EACH WAIVING THE RIGHT TO A TRIAL BY
JURY OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION
ARISING FROM THE TERMS OF THIS AGREEMENT.
Smarty reserves the right, in its sole discretion, to modify this Agreement, at any time and
without prior notice to you. If you are not a citizen of Europe and subject to the protections
of the EU General Data Protection Regulation (“EU Citizen”), then if we modify this Agreement,
we will post the modification on the Smarty Site, which is effective immediately. You agree to
access or use the Smarty Site or related Services after we have posted a modification on the
Smarty Site, you are indicating that you agree to be bound by the modified Agreement. If the
modified Agreement is not acceptable to you, your only recourse is to cease using the Smarty
Site, and any related services pursuant to the terms of this Agreement. If you are a EU Citizen,
then we will provide you with notice on the Smarty website and the of the modification will be
effective subject to your acceptance of the modified terms.
Any notice or other communication to be given hereunder will be in writing and will be (as
elected by the party giving such notice): (i) personally delivered; or (ii) sent by prepaid
overnight delivery services such as FedEx or USPS Express Mail, with delivery confirmation
and/or return receipt; a courtesy copy shall also be send by email or facsimile. Unless
otherwise provided herein, all notices will be deemed to have been duly given on the date of
receipt (or if delivery is refused, the date of such refusal) if delivered personally. Either
party may change its address for purposes hereof on not less than three (3) business days prior
notice to the other party.
Any delay in or failure of performance by either party under this Agreement will not be
considered a breach of this Agreement and will be excused to the extent caused by any occurrence
beyond the reasonable control of such party including, but not limited to, acts of God, power
outages and governmental restrictions.
SEVERABILITY AND WAIVER
In the event that any of the provisions of this Agreement are held by to be unenforceable by
a court or arbitrator, the remaining portions of the Agreement will remain in full force and
Failure of either Party to require strict performance by the other party of any provision
shall not affect the Party's right to require strict performance thereafter. Waiver by
either Party of a breach of any provision shall not waive either the provision itself or any
This Agreement is the complete and exclusive agreement between the parties with respect to the
subject matter hereof, superseding and terminating all previous communications, representations
or Agreements, whether written or oral between the parties relating to the services provided
This Agreement may be executed in two or more counterparts, each of which shall be an original
or copy and all of which together shall constitute one instrument.
The parties are independent contractors and not co-venturers. Neither party shall be deemed to
be an employee, agent, or legal representative of the other party hereto for any purpose and
neither party hereto shall have any right, power or authority to create any obligation or
responsibility on behalf of the other party hereto nor shall this be deemed an exclusive or
fiduciary relationship. This Agreement will not be construed to create or imply any partnership,
agency or joint venture.