LandAcademy & Customer Mutual Agreement
This is a contract. This License Agreement (“Agreement”) accompanies the information, data, reports, and/or software (the “Services”) that you are accessing. By accessing the Services, you are agreeing to all the terms and conditions of this agreement, including the product, pricing and billing information in any order confirmation, if applicable (“Order Confirmation”), the terms of which are incorporated into this Agreement by reference.
This Agreement pertains to any and all Services provided to or for or accessed by or heard by or understood by Customer regardless of the delivery method. It applies to all entities regardless of the relationship with Jack and Jill, LandAcademy, Buwit, Steven Jack Butala, Jill DeWit, or other entities or websites collectively referred to as LandAcademy (“LandAcademy or Land Academy or LandAcademy.com”) grants you (“Customer”) a limited, non-exclusive, non-transferable license to use the Services.
The license is provided you accept the following terms and conditions:
LandAcademy has negotiated special pricing with industry resources, vendors and contractors, collectively called (“Services”) on behalf of its Customers.
For the use of these services, Customer agrees to pay a monthly subscription fee.
IN ADDITION TO THE MONTHLY SUBSCRIPTION FEE, Customer will pay for the use of the “Services” at the negotiated rate. Some services will be paid directly to the individual entity and/or LandAcademy may charge or bill Customer directly.
Specific “Service” rates are disclosed on the web page(s) at the time of purchase.1.
The Services and all intellectual property rights therein are owned by LandAcademy. No ownership rights are granted by this Agreement and, except for the limited license provided, LandAcademy reserves all rights in and to the Services and all underlying data compilations and information contained therein, including but not limited to the exclusive intellectual property rights and the right to grant further licenses. Customer acknowledges that the Services are the proprietary property of LandAcademy and are a valuable commercial product, the development of which involved an expenditure of substantial time and money by LandAcademy
2. Permitted Use.
The Services are solely for use within Customer’s own organization by Customer’s own employees, for Customer’s own internal business purposes.
3. Restrictions on Use.
(a)Both during and after the term of this Agreement, Customer agrees as follows:(a) Customer shall not: (i) disclose, use, disseminate, reproduce or publish any portion of the Services in any manner other than as expressly permitted in this Agreement, (ii) permit any parent, subsidiary, other affiliated entity or other third party, including any third party entity involved in a joint marketing arrangement with Customer, to use the Services or any portion thereof, (iii) resell, relicense or redistribute the Services in whole or in part (iv) use the Services to create any derivative products, (v) use the Services to create, enhance or structure any database in any form for resale or distribution, (vi) grant access to the Services, or any portion thereof, to individuals incarcerated in prisons or correctional institutions, (vii) allow access to the Services through any terminal located outside of Customer’s operations, (viii) use the Services outside the United States.
(b) Customer shall (i) comply with the published guidelines of the Direct Marketing Association, other applicable industry guidelines, and all federal, state, and local laws, regulations, ordinances and court orders from competent jurisdictions regarding the use, storage and dissemination of data such as the Services, (ii) abide by all prevailing federal, state, and local laws, regulations, ordinances and court orders from competent jurisdictions, including but not limited to those governing fair information practices and consumers’ rights to privacy, and any applicable non-solicitation laws and regulations; (iii) limit access to consumer information to those individuals who have a “need to know” in connection with Customer’s business and will obligate those individuals to acknowledge consumers’ rights to privacy and adhere to fair information practices and consumers’ right to privacy; (iv) abide by LandAcademy’s privacy policies and Customer’s own privacy policies; and (v) use the Services in a manner that gives due consideration to matters concerning privacy.
(c) Customer understands that the data has not been collected for credit purposes and is not intended to be indicative of any consumer’s credit worthiness, credit standing, credit capacity, or other characteristics listed in Section 1681(a) of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. Customer shall not use the Services (i) as a factor in establishing an individual’s eligibility for credit or insurance, (ii) in connection with underwriting individual insurance, (iii) in evaluating an individual for employment purposes, (iv) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority, (v) in any way that would cause the Services to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., or (vi) in any other manner that would cause such use of the Services to be construed as a consumer report by any pertinent governmental authority.
(d) Customer shall be solely responsible for maintaining the confidentiality of any usernames and passwords used by its employees and Customer shall not permit usernames or passwords to be shared amongst its employees. Customer shall be responsible for all use and fees associated with accessing the Services with the password, whether or not authorized by Customer. LandAcademy may prohibit concurrent sessions with the same username and password.
(e) Customer shall not use the Services for any purpose that (i) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, or (ii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing.
(f) Customer shall not remove, alter or obscure any proprietary notices in the Services and will reproduce all such notices on all copies or portions thereof.
4.Delivery of Data and Format.
Customer acknowledges that the availability of data elements in the Services varies substantially from area-to-area, and circumstances may exist or arise which prevent LandAcademy from providing such data or achieving complete representation of all data elements in the Services. Notwithstanding anything to the contrary, LandAcademy may limit or discontinue the provision of the Services for geographic locations where: (i) LandAcademy is restricted by rules, regulations, laws or governmental entities; (ii) LandAcademy has discontinued the collection of data; or (iii) LandAcademy is prohibited by third party providers. LandAcademy may discontinue production, support, and maintenance of any Services if LandAcademy develops an upgraded version or otherwise can no longer provide such Services.
5. Compliance Audits.
LandAcademy reserves the right, during normal business hours, on reasonable notice, and at LandAcademy’s expense, to audit the Customer to ensure Customer’s compliance with the terms and conditions of this Agreement. LandAcademy shall select an auditor in its sole discretion. If such auditor determines there has been a breach in Customer’s compliance with the terms of this Agreement, LandAcademy may immediately terminate this Agreement and pursue its other legal remedies. Should Customer not cooperate with LandAcademy’s audit request within five (5) days, Customer shall be deemed to have conclusively admitted to a material breach in Customer’s compliance for which LandAcademy may immediately terminate this Agreement and pursue its legal remedies.
In consideration of the rights granted to Customer hereunder, Customer shall pay to LandAcademy the fees stated within the Services. By submitting an order to LandAcademy, Customer authorizes LandAcademy to charge the credit card entered by Customer for the Services at the fees stated within the Services. Fees are exclusive of use, ad valorem, personal property, and other taxes, which are the responsibility of Customer. LandAcademy shall charge Customer applicable sales tax, and Customer shall be responsible for filing all other taxes. LandAcademy reserves the right to change the fees for the Services at any time. Additional charges may apply for training users at Customer locations. Customer shall provide all Internet connectivity, hardware and software necessary to access the Services.
7. Term and Termination.
The initial term of this Agreement is twelve (12) months commencing on the date Customer enters into this Agreement or specified on the Order Confirmation, if applicable. Thereafter, the term shall automatically renew for additional successive twelve (12) month terms and at the current monetary rate charged as if Customer signed up in the current month, unless terminated by giving the other party not less than thirty (30) calendar days written notice of termination prior to the expiration of the then-current term. This monetary rate change applies to both membership access fees and any data or record charges incurred. If either party breaches any provision of this Agreement, the non-breaching party shall, upon providing written notice of such breach, be entitled to immediately terminate this Agreement, provided such breach is not cured within five (5) days following such notice. Upon termination of this Agreement by either party, Customer, at its own expense, shall return all Services to LandAcademy or certify that the Services have been destroyed within ten (10) business days of termination, and any amounts unpaid by Customer shall be immediately due and payable. Failure to return or certify the destruction of the Services to LandAcademy will result in: (i) Customer’s obligation to pay a perpetual license fee for the Services; or (ii) Customer’s obligation to permit LandAcademy’s agent to have access to Customer’s premises for the retrieval of the Services and Customer shall pay the actual costs as reasonably incurred by LandAcademy to retrieve same.
(a)Settlement Agreement. Should Customer wish to terminate Agreement and should LandAcademy agree with the request, a Settlement Agreement (“Settlement Agreement”) resembling the document in “Addendum A” will be submitted within 30 days upon written request.
(b)Educational Program: We offer a 20-day, money back guarantee. If you are unsatisfied for any reason our first step is to work together to get you what you need to ensure we meet your expectations. Simply email us at email@example.com and we will make it right.
THE SERVICES ARE INFORMATIONAL ONLY AND ARE NOT INTENDED TO PROVIDE SPECIFIC COMMERCIAL, FINANCIAL OR INVESTMENT ADVICE. THE SERVICES ARE BASED UPON CERTAIN DATA, SUBJECT TO FREQUENT CHANGE. LANDACADEMY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE METHODOLOGIES USED OR THE ACCURACY, TIMELINESS, RELIABILITY OR COMPLETENESS OF ANY OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ANY RELIANCE ON OR USE BY CUSTOMER OF THE SERVICES SHALL BE ENTIRELY AT CUSTOMER’S OWN RISK. LANDACADEMY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY JURISDICTION, STATE OR REGION. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR OBTAINING ANY AND ALL NECESSARY LICENSES, CERTIFICATES, PERMITS, APPROVALS OR OTHER AUTHORIZATIONS REQUIRED BY FEDERAL, STATE OR LOCAL STATUTE, LAW OR REGULATION APPLICABLE TO CUSTOMER’S USE OF THE SERVICES.
9. Limitation of Liability.
LANDACADEMY’S TOTAL LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO LANDACADEMY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT WILL BE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT. LANDACADEMY SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF LANDACADEMY IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. CUSTOMER AGREES THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT, AND THAT THE SERVICES WOULD NOT BE PROVIDED TO CUSTOMER ABSENT SUCH LIMITATIONS.
CUSTOMER AGREES TO INDEMNIFY AND HOLD LANDACADEMY HARMLESS FROM AND AGAINST ALL CLAIMS OF THIRD PARTIES ARISING OUT OF OR RELATED TO THE USE OF THE SERVICES BY THE CUSTOMER, OR ATTRIBUTABLE TO CUSTOMER’S BREACH OF THIS AGREEMENT; PROVIDED THAT LANDACADEMY GIVES CUSTOMER PROMPT WRITTEN NOTICE OF ANY SUCH CLAIM. LANDACADEMY SHALL CONTROL THE DEFENSE AND ANY SETTLEMENT OF SUCH CLAIM, AND CUSTOMER SHALL COOPERATE WITH LANDACADEMY IN DEFENDING AGAINST SUCH CLAIM.
(a) Unless specified otherwise in a fully-executed license agreement with LandAcademy, this Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes any prior understanding or agreement, oral or written, relating to the Services.
(b) The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of California applicable to agreements executed and to be performed solely within California. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Central District of California, Orange County Branch and the Superior and Municipal Courts of the State of California, Orange County in any litigation arising out of relating to this Agreement or its subject matter. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
(c) The prevailing party shall be awarded its reasonable attorney’s fees and costs in any lawsuit arising out of or related to this Agreement.
(d) No modification, amendment, supplement to or waiver of any provision of this Agreement shall be effective unless in writing and duly signed by an authorized representative of both parties hereto.
(e) Any provision of this Agreement that contemplates performance subsequent to the expiration or earlier termination of this Agreement shall survive such expiration or termination and shall continue in full force and effect until fully satisfied.
(f) LandAcademy shall not be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond LandAcademy’s reasonable control.
(g) Customer may not assign this Agreement or any rights or obligations hereunder.
(h) Neither party shall use, or permit their respective employees, agents and subcontractors to use the trademarks, service marks, copyrighted material, logos, names, or any other proprietary designations of the other party, or the other party’s affiliates, whether registered or unregistered, without such other party’s prior written consent.
(i) Except with LandAcademy’s prior written approval, Customer shall not disclose LandAcademy as a data source to any third party, unless required by federal, state or local laws or government regulations and with prior notice to LandAcademy.
(j) Customer shall provide for physical security of the Services with the same degree of care (provided that such is at least a reasonable degree of care) that Customer uses to protect its own most sensitive data.
(k) Any notice or other communication required or permitted under this Agreement shall be sufficiently given if delivered in person or sent by one of the following methods: (a) registered U.S. mail, return receipt requested (postage prepaid); (2) certified U.S. mail, return receipt requested (postage prepaid); or (3) commercially recognized overnight service with tracking capabilities. Notices to LandAcademy shall be sent to 4 First American Way, Santa Ana, California 92707, with a copy to LandAcademy’s counsel at the same address marked Attention: Legal Department. Notices to Customer shall be sent to the address entered by Customer in the registration information. Notices or communications shall be deemed properly delivered as of the date personally delivered or sent by mail or overnight service.
By accessing the information contained within the Services and clicking “I Accept,” Customer agrees to be bound by all terms and conditions contained in this Agreement. By clicking “I Accept,” you assert that you are an authorized agent of Customer with the authority to bind Customer to the terms and conditions contained in this Agreement. If you do not accept the terms and conditions contained herein, you may not use the Services.
12. Products Physically Delivered
All orders are subject to product availability. If an item is not in stock at the time you place your order, you will be notified with an expected delivery date.
Free shipping is included via USPS (Priority) for both domestic and international orders. (This includes APO/FPO/DPO destinations.) All packages are shipped using USPS flat-rate boxes with customer email tracking and signature confirmation. Orders are filled Monday-Friday, within two business days from the date of purchase. When your item is shipped you will receive an email with your tracking number. All tracking and delivery estimates can be viewed using that tracking information. Please contact USPS directly with any tracking-related questions. If you are unable to sign for your package when it is delivered, a notice will be left and you may either pick up the package at your local post office or arrange for another delivery.
14. Shipping Costs
Shipping costs are included in your purchase price. If a package is sent back for inspection or incorrect address submitted by customer, the customer will pay for costs associated with re-delivery.
15. Damaged Items in Transport
If there is any damage to the package on delivery, please contact us immediately. Claims of damage in transport must be received within seven business days of when the item was first delivered or the first attempt for delivery.
16. Participation / Spectating
By participating in the content of our education materials and experience, you agree to the following;
EARNINGS Any income or earnings statements are estimates of income potential only, and there is no assurance that your earnings will match the figures we present. Your reliance on the figures we present is at your own risk. Any income or earnings depicted are NOT to be interpreted as common, typical, expected, or normal for the average student. This particular result may be exceptional, and the variables that impact results are so numerous and sometimes uncontrollable, LandAcademy makes no guarantees as to your income or earnings of any kind, at any time.
Where specific income figures are used, and attributed to an individual or business, those persons or businesses have earned that amount. But, there is no assurance that your earnings or income will match those figures, or that you will make any money at all. If you rely upon our examples or figures, you do so at your own risk, and you accept all risk associated with your reliance.
Any and all claims or representations as to income earnings made on our web sites, in our materials, or anywhere on the internet or information are not to be considered as average earnings. Testimonials are not representative. There can be no assurances that any prior successes, or past results, as to income earnings, can be used as an indication of your future success or results. Monetary and income results are based on many factors. We have no way of knowing how well you will do, as we do not know you, your background, your work ethic, or your business skills or practices. Therefore, we do not guarantee or imply that you will win any incentives or prizes that may be offered, that you will make any income or earnings, that you will do well, or that you will make any money at all. If you rely upon our examples or figures, you do so at your own risk, and you accept all risk associated with your reliance.
Real property businesses and earnings derived therefrom, have unknown risks involved, and are not suitable for everyone. Making decisions based on any information presented in our programs, products, services or on our website, should be done only with the knowledge that you could experience significant losses, or make no money at all. Only risk capital should be used. All products and services of our company are for educational and informational purposes only. Use caution and seek the advice of qualified professionals. Check with your accountant, lawyer or professional advisor, before acting on this or any information. Users of our programs, products, services and website are advised to do their own due diligence when it comes to making business decisions and all information, programs, products and services that have been provided should be independently verified by your own qualified professionals.
Our information, programs, products and services should be carefully considered and evaluated before reaching a business decision, or whether to rely on them. All disclosures and disclaimers made herein, on our web sites or in any materials provided to you apply equally to any offers, prizes or incentives that may be made by our company.
You agree that our company is not responsible for the success or failure of your business decisions relating to any information presented by our company, or our company programs, products and/or services.
17. Terms and conditions of use
The content generated by LandAcademy is provided “as is.” By using LandAcademy’s content, you agree to indemnify, defend, and hold harmless LandAcademy, its owners, employees, and contributors from any damages that may arise, including damages from any third party noted, linked, or represented within content. LandAcademy makes no representations or warranties of any kind, express or implied, as to the operation of this entity, nor the information, content, materials, or products included. LandAcademy will not be liable for any damages of any kind arising from the use of this content, nor from any third party noted, linked, or represented. We reserve the right to make changes to these terms and conditions at any time.
All written content within LandAcademy is fully protected by U.S. and International copyright law and may not be reproduced without express consent from the author(s). All graphic images, logos, and likenesses within LandAcademy are the property of LandAcademy, with the exception of public-domain images. We are unaware of any graphic images, logos, and likenesses within LandAcademy website that are not the property of LandAcademy or in the public domain. If you are the copyright holder of a graphic image, logo, or likeness within LandAcademy website, please contact us at service@LandAcademy.com and the image will be removed from the website immediately.
19. Links to Third Party Sites
The links to third party Web sites on the pages of this web site will let you leave this site. The linked sites are not under our control and we are not responsible for the contents of any linked site. We are providing these links only as a convenience. Including the links on this web site does not express or imply any endorsement of any third party products or services. The site owner and site creator are not responsible for the practices employed by websites linked to or from this website nor the information or content contained therein. Often links to other websites are provided solely as pointers to information on topics that may be useful to the users of this Web site.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release (the “Settlement Agreement”) dated as of Month Day, Year, is entered into by and among Customer (referred to herein as the “Customer”) and LandAcademy (referred to herein as the “LandAcademy”) and collectively referred to herein as the “Parties”.
Circumstances have arisen between the Parties. Parties desire fully and finally to resolve and to settle any and all disputes and differences between them on the terms and conditions set forth in Settlement Agreement.
WHEREAS, Customer wishes to discontinue their subscription to the Data2DoorStep product, and or any other subscription service provided, and affiliation with Company (referred to herein as the “Subscription”).
WHEREAS, Company wishes to release Customer from said subscription and dissolve and terminate the agreements, whether actual or implied, (referred to herein as the “Agreements”) on the terms and conditions set forth in this Settlement Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and of the conditions, covenants and agreements set forth below, the amount and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Mutual Releases.
(a) Effective upon timely payment as provided in Section 2 below, the Parties, on behalf of themselves, and all persons or entities claiming by, through or under them, and their respective heirs, successors and assigns, hereby fully, completely and finally waive, release, remise, acquit, and forever discharge and covenant not to sue the other Parties, as well as the other Parties’ respective officers, directors, shareholders, trustees, parent companies, sister companies, affiliates, subsidiaries, employers, attorneys, accountants, predecessors, successors, insurers, representatives, vendors, trade names, usernames, social media names or presence and agents with respect to any and all claims, demands, suits, manner of obligation, debt, liability, tort, covenant, contract, or causes of action of any kind whatsoever, at law or in equity, including without limitation, all claims and causes of action arising out of or in any way relating to Agreements. The Parties warrant and represent that they have not assigned or otherwise transferred any claim or cause of action released by this Settlement Agreement.
(b) The Parties acknowledge and agree that these releases are GENERAL RELEASES. The Parties expressly waive and assume the risk of any and all claims for damages which exist as of this date, but which they do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect his or her or its decision to enter into this Settlement Agreement. The Parties expressly acknowledge that this waiver of claims includes any claims for any alleged fraud, deception, concealment, misrepresentation or any other misconduct of any kind in procuring this Settlement Agreement. The Parties specifically do not, however, waive or release any claim that may arise for breach of this Settle Agreement.
2. Payment. By signing this Settlement Agreement, Customer agrees that the credit or debit card on file with Company will be charged according to the amounts posted below.
3. Subscription is a 12-month commitment. Below is the Subscription Release Fee for each month of the duration of the subscription:
For $250 Subscription Amount:
Mo Balance Due Release Fee
1 $3,000 $1,500
2 2,750 1,375
3 2,500 1,250
4 2,250 1,125
5 2,000 1,100
6 1,750 875
7 1,500 375
8 1,250 325
9 1,000 250
10 750 200
11 500 125
12 250 75
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6. No Admission of Liability. Neither the payment of any sums nor the execution of Settlement Agreement shall be construed as an admission of liability or fault by any Party. Any and all liability is expressly denied by all Parties.
7. Confidentiality. The Parties and their respective counsel represent and agree that, except for matters of public record as of the date of Settlement Agreement, they will keep the terms and contents of Settlement Agreement confidential, and that they will not hereinafter disclose the terms of Settlement Agreement to other persons except as compelled by applicable law or to individuals who have a need to know about Settlement Agreement and its contents, such as Parties’ legal counsel, tax advisors, or other retained professional representatives, all of whom shall be informed and bound by this confidentiality clause. In no event will any party make or cause to be made any comment, written statement, or press release to any member of the media concerning the fact of this settlement or the substance or terms of this settlement.
8. Authority. The Parties represent and warrant that they possess full authority to enter into Settlement Agreement and to lawfully and effectively release the opposing Party as set forth herein, free of any rights of settlement, approval, subrogation, or other condition or impediment. This undertaking includes specifically, without limitation, the representation and warranty that no third party has now acquired or will acquire rights to present or pursue any claims arising from or based upon the claims that have been released herein.
9. Entire Agreement. The Parties represent and agree that no promise, inducement, or agreement other than as expressed herein has been made to them and that Settlement Agreement is fully integrated, supersedes all prior agreements and understandings, including without limitation, any and all agreements between the parties actual or implied and any other agreement between the Parties, and contains the entire agreement between the Parties.
10. Voluntary and Informed Assent. The Parties represent and agree that they each have read and fully understand Settlement Agreement, that they are fully competent to enter into and sign Settlement Agreement, and that they are executing Settlement Agreement voluntarily, free of any duress or coercion.
11. Costs, Expenses and Attorneys’ Fees. Customer will bear all costs, expenses, and attorneys’ fees incurred in connection with the Agreements.
12. Governing Law and Jurisdiction. The laws of the State of Arizona shall apply to and control any interpretation, construction, performance or enforcement of Settlement Agreement. The Parties agree that the exclusive jurisdiction for any legal proceeding arising out of or relating to Settlement Agreement shall be the Arizona State District Court and all Parties hereby waive any challenge to personal jurisdiction or venue in that court.
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14. Construction. Settlement Agreement shall be construed as if the Parties jointly prepared it, and any uncertainty or ambiguity shall not be interpreted against any one Party.
15. Modification. No oral agreement, statement, promise, undertaking, understanding, arrangement, act or omission of any Party, occurring subsequent to the date hereof may be deemed an amendment or modification of Settlement Agreement unless reduced to writing and signed by the Parties hereto or their respective successors or assigns.
16. Severability. The Parties agree that if, for any reason, a provision of Settlement Agreement is held unenforceable by any court of competent jurisdiction, Settlement Agreement shall be automatically conformed to the law, and otherwise Settlement Agreement shall continue in full force and effect.
17. Number. Whenever applicable within Settlement Agreement, the singular shall include the plural and the plural shall include the singular.
18. Headings. The headings of paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of Settlement Agreement.
19. Counterparts. Settlement Agreement may be executed in several counterparts and all counterparts so executed shall constitute one agreement binding on all Parties hereto, notwithstanding that all the Parties are not signatories to the original or the same counterpart. Facsimile signatures shall be accepted the same as an original signature. A photocopy of Settlement Agreement may be used in any action brought to enforce or construe Settlement Agreement.
20. No Waiver. No failure to exercise and no delay in exercising any right, power or remedy under Settlement Agreement shall impair any right, power or remedy which any Party may have, nor shall any such delay be construed to be a waiver of any such rights, powers or remedies or an acquiescence in any breach or default under Settlement Agreement, nor shall any waiver of any breach or default of any Party be deemed a waiver of any default or breach subsequently arising.
Steve J Butala
Entity (if applicable) ______________________________
Print Signature: __________________________________
Title (if applicable):_______________________________