Providers

NP MASTER SERVICE AGREEMENT

These terms of use (“Terms of Use” or the “Agreement”) is by and between you, the entity who executed a Subscription Form (“COMPANY”), and Get Credit Healthy, Inc. (“GCH”), a Florida corporation. This Agreement governs the Parties’ relationship and the terms of COMPANY’s use of and access to the GCH Services (defined below). COMPANY and GCH may be referred to individually as a “Party” and collectively as the “Parties.”

1. Definitions.

a. “Authorized User" means any of COMPANY’s employees, consultants, contractors or agents authorized to access and use the GCH Service on behalf of COMPANY or in furtherance of COMPANY business, in each case subject to such person's agreement to be bound by the terms of this Agreement.

b. “Client” means any current or potential client of any third party who desires to engage COMPANY to provide the Client with credit remediation and education.

c. "COMPANY Data" means registration information and other information relating to COMPANY’s Authorized Users, and information relating to COMPANY’s marketing, and finances, and any similar data that COMPANY may submit to GCH.

d. "Front End Code" means the GCH user interface display and platform. This includes, but is not limited to, the layout, color scheme, HTML pages, API protocol, source code, and any other component that allows COMPANY to access and/or utilize the GCH Service.

e. "GCH Materials" means any documentation, user guides, or other similar materials provided by GCH to COMPANY or Authorized Users in connection with the use of the GCH Service.

f. "GCH Service" means access to and utilization of any GCH Materials, software, platform, website, pipeline, or any other interface, database, tools developed, operated, and maintained by GCH (and its third party service providers) and that are subscribed to through an GCH branded or controlled website (or GCH partner website).

g. "Subscription Term" means the use term for the GCH Service set forth in this Agreement.

h. "Third Party Content" means the content, including software code and software-as-a-service offerings, of any third party to this Agreement

2. Usage and Restrictions.

a. Access and Use. Subject to and conditioned on COMPANY’s and its Authorized User’s compliance with this Agreement, GCH hereby grants COMPANY a non-exclusive, non-transferable, revocable license so that its Authorized Users may access and utilize the GCH Service (and any GCH Materials provided) to allow COMPANY to provide credit remediation and rehabilitation, track Client progress, communicate with Client, and other related business functions that the GCH Service is designed to perform. Any and all information obtained via or relating to such access to any aspect of the GCH Service shall be considered GCH’s Confidential Information and shall be subject to the obligations of confidentiality set forth in Section 5 (Confidential Information) herein. COMPANY shall not download, install or access any software application on GCH’s systems without GCH’s written permission. In addition, any and all access to any component of the GCH Service or systems shall be subject to the following.

i. COMPANY use of the GCH Service shall be limited to Authorized Users only, and may not be on behalf of third parties unless a separate agreement between with GCH permits

such use;

ii. Except as expressly permitted in this Agreement, COMPANY may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource or otherwise commercially exploit

or make the GCH Service or the GCH Materials available to any third party;

iii. COMPANY may not, and may not facilitate or allow any third party to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the GCH

Service, Front End Code, or GCH Materials (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law), or access or use

the GCH Service, Front End Code or GCH Materials in order to build a similar or competitive product or service or for any other purpose;

iv. COMPANY use of the GCH Service (in terms of number of Authorized Users, maximum list sizes, monthly email limitations, etc.) shall conform with the restrictions set forth herein

or on the Order Form (GCH may monitor compliance with these limits and if it detects overuse require an upgrade to the appropriate subscription level);

v. COMPANY use of the GCH Service must not cause undue strain or stress on the GCH network through non-standard use;

vi. The GCH Service and systems shall not be used for any purpose other than COMPANY’s legitimate business purposes; and

vii. COMPANY will ensure that its Authorized Users do not attempt to break, bypass or circumvent GCH’s security systems, or attempt to obtain access to any hardware, programs or

data beyond the scope of the access granted by GCH in writing.

b. Reservation of Rights. Nothing in this Agreement grants COMPANY any right, title, or interest in or to the GCH Service and GCH Materials (including application development, business and technical methodologies, and implementation and business processes, used to develop or provide the GCH Service or GCH Materials), know-how, or improvements associated with any of the foregoing and all tradenames, trademarks, service marks, copyrights, or patents embodied or used in connection with the integration or services provided hereunder (collectively, the “Intellectual Property”), whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in any of the foregoing that GCH had prior to the execution of this Agreement or subsequent improvements or updates thereupon after the execution of this Agreement shall remain with GCH. COMPANY may not copy, modify, or otherwise use the Intellectual Property of GCH without GCH’s express written consent. COMPANY is expressly prohibited from using any Front End Code for any purpose outside of the intended design and implementation of its authorized use of the GCH Service. Any replication or use of any aspect of the Front End Code, component of the GCH Service, or other GCH application for any purpose, whatsoever, including to compete with GCH’s solutions or products, is strictly prohibited. COMPANY may not decompile, disassemble, reverse engineer, or otherwise attempt to derive the Front End Code, algorithms, specifications, architecture, or source code of any product or Intellectual Property of GCH. COMPANY will not dispute for any reason whatsoever, during the term of this Agreement or thereafter, the validity, ownership or enforceability of any of the Intellectual Property of GCH, nor attempt to acquire or damage the value of the goodwill associated with that Intellectual Property, whether registered or not.

c. Company Data. As between COMPANY and GCH, registration information and other information relating to Authorized Users, and information relating to COMPANY business, marketing, and finances, and any similar data that COMPANY submits to the GCH Service (“COMPANY Data”) is and will remain COMPANY property. COMPANY grants to GCH a non-exclusive right to use, copy, distribute and display COMPANY Data solely in connection with GCH’s operation of the GCH Service. COMPANY, not GCH, has sole responsibility for the accuracy, integrity, and reliability of that COMPANY Data, and GCH will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any COMPANY Data.

Changes. GCH reserves the right, in its sole discretion, to make any changes to its own platform, technology, any aspect of the GCH Services or Materials, or other property that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of services to COMPANY or Clients; (ii) the competitive strength of or market for GCH’s services; or (iii) the cost efficiency or performance; or (b) to comply with applicable law.
Books and Records, Examinations, Audit. COMPANY shall maintain any and all of the books, records, or other information of COMPANY (including policies, procedures, training and relevant control reports) in accordance with its internal policies and procedures and as required by law. Such books, records, or other information of COMPANY may be inspected and audited by GCH, its agents, or by designees, during normal business hours and at such reasonable times as the Parties may determine. Records available for review shall exclude any records pertaining to COMPANY’s customers or clients that it did not receive as a direct or indirect result of its relationship with GCH or information otherwise deemed proprietary and confidential; provided, however, that such determination shall not prevent GCH from reviewing records relating to its data, products, or services. Such audit by GCH may be conducted on an annual basis, upon thirty (30) days’ prior written notice to COMPANY and during regular business hours; provided, however, that GCH may conduct audits more frequently with limited notice if GCH has reason to believe that such additional audits are necessary. To the extent that GCH wishes to perform additional audits, such audits will be reasonably accommodated by COMPANY upon thirty (30) days’ prior written notice to COMPANY.

Fees.

Fees. The fees for access to and utilization of the GCH Service ("Fees") are set forth in the Order Form, which is attached hereto, and expressly incorporated into the terms of this Agreement. All fees are irrevocable and non-refundable except as set forth herein. COMPANY agrees to provide GCH with complete and accurate billing and contact information. Where COMPANY elects to make payment via credit card, COMPANY authorizes GCH to bill such credit card (a) at the time that COMPANY orders the GCH Services, (b) for any billing frequency otherwise established, and (c) at the time of any renewal, for the amount charged plus any applicable sales taxes. If GCH, in its discretion, permits COMPANY to make payment using a method other than a credit card, GCH will invoice COMPANY in accordance with the terms set forth on the Order Form. Late payments shall be subject to a service charge of one and one-half percent (1.5%) per month, or the maximum charge permitted by law, whichever is less.
Taxes. COMPANY shall pay all personal property, sales, use, value-added, withholding and similar taxes (other than taxes on GCH’s net income) arising from the transactions described herein. To the extent COMPANY is exempt from sales or other taxes, COMPANY agrees to provide GCH, upon request, with the appropriate exemption certificate.
Non-Payment; Other Suspension Rights. GCH reserves the right, in its discretion, to suspend or cancel access and/or use of the GCH Service where any payment is due but unpaid. COMPANY agrees that GCH shall not be liable to COMPANY nor to any third party for any suspension or cancellation of the GCH Service resulting from COMPANY non-payment of Fees.

4. Security. Each Party will employ security measures in accordance with applicable standard industry practice to safeguard and protect any sensitive information and as outlined in its respective Privacy Policy. Each Party has and will retain sole responsibility for all information, instructions, and materials provided by or on behalf of that respective Party or any of that Party’s employees, independent contractors, or personnel in connection with the integration or services provided pursuant to this Agreement.

5. Confidentiality. The Parties hereto are aware that each may become privy to or learn of the other Party’s proprietary or confidential information, and therefore agree to be bound by the terms set forth herein. For the purposes of this Section, the Party transmitting any Confidential Information shall be deemed the “Transmitting Party”, and the Party who learns of or receives the Confidential Information shall be deemed the “Receiving Party”.

a. Confidential Information Defined. As used herein, “Confidential Information” shall mean any and all information, or any part or portion thereof, furnished or disclosed, in whatever form or medium, concerning the Transmitting Party, including, without limitation, such Transmitting Party’s intellectual property (whether registered or not), customer lists, business contacts, business plans, policies, procedures, techniques, know-how, ideas, methods, processes, standards, products, source or object code, software, product or service specifications, manuals, agreements, economic and financial information, marketing plans, pricing, data, reports, analyses, compilations, statistics, summaries, studies, manuals, specifications, documents, and any other materials or information, or any materials based thereon, whether written or oral, furnished directly or indirectly by a Transmitting Party or any of such Transmitting Party’s directors, officers, employees, attorneys, accountants, and advisors. Receiving Party understands that the aforementioned list is non-exhaustive and any other material or information furnished that would appear to a reasonable person to be confidential or proprietary in the context or circumstance under which the information was provided, or by the nature of such material or information, shall also fall under the definition of “Confidential Information”. For purposes herein, any technical or business information of a third person furnished or disclosed by the Transmitting Party to the Receiving Party shall be deemed “Confidential Information” of the Transmitting Party and subject to the terms of this Agreement.

b. Nondisclosure Obligations. As a condition to Confidential Information being furnished or otherwise made available to Receiving Party and its present directors, officers, employees, agents or advisors, partners, members, consultants, temporary employees, intendent contractors, prospective lenders, prospective debt or equity investors, or any other representatives or persons that may from time to time be employed, retained by, working for, or acting on Receiving Party’s behalf or those subsidiaries or affiliates (including without limitation, attorneys and accountants and those of subsidiaries or affiliates) who have a need to know such information carrying out the Purpose (collectively, “Representatives”), Receiving Party agrees to treat any Confidential Information in accordance with the provisions of this Agreement.

The Receiving Party will not use the Confidential Information for any purpose other than to accomplish the objectives of the legitimate business relationship between the Parties, described and contemplated hereunder. Confidential Information shall be kept confidential in the same manner that Receiving Party would protect its own confidential information, but it will use no less than reasonable care, and that Receiving Party and its Representatives will not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) it may make any disclosure of such information to which the Transmitting Party gives its prior written consent and (ii) any such information may be disclosed to Representatives who need to know such information for the sole purpose of accomplishing the objectives of the legitimate business relationship between the Parties, described and contemplated hereunder and who agree to keep such information confidential in accordance with the terms of this Agreement. Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. At its sole expense, Receiving Party will exercise such precautions and take all reasonable measures to prevent improper use or disclosure of Confidential Information by such persons or entities. Receiving Party agrees to promptly notify the Transmitting Party of any unauthorized disclosure or improper use of its Confidential Information and to use reasonable efforts to retrieve or remedy the same. All Confidential Information shall be kept confidential and shall not, without the Transmitting Party’s prior written consent, be disclosed by the Receiving Party in any manner whatsoever, in whole or in part, except to the extent that the Receiving Party or its Representatives becomes legally compelled to disclose any of the Confidential Information (and the Receiving Party complies with the provisions of Section 5c. Furthermore, Receiving Party agrees that it will not access any Confidential Information or make any copies, electronic or otherwise, of any Confidential Information or any documents, records, files, media, or other resources containing Confidential Information, or decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of any Confidential Information.

The Receiving Party agrees that the obligations under this Agreement shall commence immediately upon the Receiving Party having access to the Confidential Information and shall continue indefinitely until the Confidential Information to which the Receiving Party had access becomes public knowledge other than as a result of the Receiving Party’s breach of this Agreement or as the result of a breach by those acting in concert with the Receiving Party.

c. Compelled Disclosure. In the event that the Receiving Party is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of portion of the Confidential Information where such request or requirement is not caused by any voluntary action or proposed action by the Receiving Party, the Receiving Party shall (unless prohibited by law) provide the Transmitting Party with prompt written notice of any such request or requirement so that the Transmitting Party, in its sole discretion, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Upon the Transmitting Party’s written request, Receiving Party will not oppose and agrees to assist the Transmitting Party in seeking, a protective order or other remedy. In the event that such protective order or other remedy is not obtained, or that the Transmitting Party waives compliance with the provisions hereof, Receiving Party agrees to (i) furnish only that portion of the Confidential Information for which the Transmitting Party has waived compliance or for which Receiving Party is advised by counsel is legally required or else stand liable for contempt or suffer other censure or penalty and (ii) exercise best efforts to obtain assurance that the Confidential Information will be accorded such confidential treatment.

d. Non-Confidential Information. The term “Confidential Information” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives, (ii) was within the Receiving Party’s or its Representatives possession prior to its being furnished by the Transmitting Party, or (iii) becomes available Receiving Party or its Representatives on a non-confidential basis from a source other than the Transmitting Party or any of its Representatives, or (iv) is independently developed by Receiving Party or its Representatives without the use of Confidential Information; provided that with respect to clauses (ii) and (iii) above, the source of such information was not known to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Transmitting Party or any other party with respect to such information.

e. Termination and Retention. Within a reasonable time after the Transmitting Party’s written request, the Receiving Party shall promptly redeliver or destroy all material containing or reflecting any information contained in the Confidential Information and will not retain any copies, extracts, or other reproductions in whole or in part of such written material. All documents, memoranda, notes, or other writings whatsoever, prepared and based on the information contained in the Confidential Information shall be returned or destroyed, and the Receiving Party shall certify such return or destruction in writing. The requirements of confidentiality set forth herein shall survive the return or destruction of such Confidential Information. Notwithstanding anything herein to the contrary, Receiving Party shall be entitled to retain copies of Confidential Information to the extent that such retention is required to demonstrate compliance with applicable law, rule, regulation or professional standards, or to comply with a bona fide document retention policy, provided, however, that any such information so retained shall be held in compliance with the terms of this Agreement.

f. Equitable Relief. Each Party acknowledges that the failure to perform its duties under Sections 5 (Confidential Information) may cause the other Party to suffer irreparable injury for which the injured Party will not have an adequate remedy available at law. Accordingly, the injured Party may seek to obtain injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting a bond or security and without prejudice to such other rights as may be available under this Agreement or under applicable.

g. Survival. The Receiving Party’s and its Representatives’ obligations hereunder and duty to maintain the confidentiality of any Confidential Information shall survive the termination of this Agreement and shall continue until such Confidential Information ceases to be confidential or proprietary.

6. Representations and Warranties.

Mutual Representations and Warranties. Each Party represents and warrants to the other party that (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and (d) the terms of this Agreement will constitute the legal, valid, and binding obligation, and enforceable in accordance with its terms.
Additional Representations, Warranties. COMPANY represents and warrants that it owns or otherwise has and will have the necessary rights and permissions in and relating to or to share any Client information that it will provide to GCH or stores on any aspect of the GCH platform.
DISCLAIMER OF WARRANTIES. ALL SERVICES ARE PROVIDED “AS IS.” GCH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, GCH MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET COMPANY’s OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

7. Limitation of Liability. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (OR TO ANY PERSON OR ENTITY CLAIMING THROUGH SUCH OTHER PARTY) FOR SUCH PARTY’S (OR SUCH PERSON’S OR ENTITY’S) LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL NOT APPLY TO DAMAGES, (i) RESULTING FROM THE GROSS NEGLIGENCE, BAD FAITH OR THE WILLFUL OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS PERSONNEL, (ii) STEMMING FROM PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE CAUSED BY A PARTY OR ITS PERSONNEL, (iii) ARISING FROM CLAIMS FOR WHICH EITHER PARTY HAS AGREED TO INDEMNIFY THE OTHER PARTY PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, OR (iv) ARISING FROM EITHER PARTY’S BREACH OF ITS OBLIGATIONS PURSUANT TO SECTION 5 (CONFIDENTIAL INFORMATION).

8. Indemnification.

a. Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party, its affiliates, and their officers, directors, employees, and agents (individually, an “Indemnified Party,” and collectively, the “Indemnified Parties”) for and from any and all claims, actions, proceedings, losses, liabilities, damages (including, but not limited to, death, bodily injury, and property damage) and expenses (including, but not limited to, reasonable attorney fees and expenses) (collectively, “Losses”), which are asserted against, imposed upon or incurred or suffered by the Indemnified Parties, whether based upon contract or tort as a result of a third party action or demand against the Indemnified Parties arising out of the Indemnifying Party’s:

i. Violation of any law, regulation, other legal mandate or regulatory directive;

ii. Breach of any duty, covenant, condition, warranty or representation in this Agreement;

iii. Gross negligence, willful misconduct, or fraudulent acts, or wanton misbehavior; or

iv. Breach of any intellectual property rights or privacy rights of another.

b. Procedure. If a Party seeks indemnification under this Agreement, the Indemnified Party will: (i) give notice to the Indemnifying Party within 15 days of the date on which the Indemnified Party knew or should have known of the existence of an indemnifiable event; (ii) grant authority to Indemnifying Party to defend or settle any related action or claim; and, (iii) provide, at Indemnifying Party’s expense, such information, cooperation and assistance to Indemnifying Party as may be reasonably necessary for Indemnifying Party to defend or settle the claim or action. An Indemnified Party’s failure to give prompt notice shall not constitute a waiver of the Indemnified Party’s right to indemnification and shall affect Indemnifying Party’s indemnification obligations only to the extent that the Indemnifying Party’s rights are materially prejudiced by such failure or delay. Notwithstanding anything to the contrary set forth herein, (i) an Indemnified Party may participate, at its own expense, in any defense and settlement directly or through counsel of its choice, and (ii) Indemnifying Party will not enter into any settlement agreement on terms that would diminish the rights provided to the Indemnitee or increase the obligations assumed by the Indemnified Party under this Agreement, without the prior written consent of the Indemnified Party. If Indemnifying Party elects not to defend any claim as required under this Agreement, the Indemnified Party will have the right to defend or settle the claim as it may deem appropriate, at the cost and expense of Indemnifying Party, and Indemnifying Party will promptly reimburse the Indemnified Party for all costs, expenses, settlement amounts and other damages.

c. Notification of Third Party Claims. Indemnifying Party will promptly notify GCH concerning any threat, warning, claim or action against Indemnifying Party or its customers or suppliers, that could have an adverse impact on GCH.

d. Sole Remedy. THIS SECTION 8 SETS FORTH THE SOLE REMEDIES AND SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

9. Marketing and Promotion. The Parties agree to jointly market each other’s services to Clients through cooperative press release notifications, partner and Client introductions, collateral materials, and any other publication that simultaneously names or references both Parties to any third party to this Agreement, no joint marketing materials shall be published or made available to any third party without prior written approval of each of the Parties. Each Party shall bear their own costs in the promotional materials, unless conditional arrangements are made in writing prior to any expenditure.

10. Subscription Term and Termination. The Subscription Term, shall commence on the date on which COMPANY executes the Order Form and shall continue for the term set forth in the Order From. This Agreement shall continue to renew for any additional term as set forth in the Order From (each, a “Renewal Term”) unless COMPANY provides written notice of its intent to terminate the Agreement at least thirty (30) days prior to the expiration of the initial Subscription Term or any then Renewal Term.

11. Miscellaneous.

Amendment; Waiver; Counterparts. The terms hereof may be amended or augmented from time to time by GCH, in accordance with the terms hereunder. No delay by either Party in exercising any right shall act or operate as a waiver of that right. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other arising out of or related to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and court costs from the other Party.
Entire Agreement. This Agreement, the Order Form, and any other documents incorporated herein by reference, constitute the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement shall control in the event of any inconsistency with any other documents incorporated herein. We may modify all or parts of the terms of this Agreement at any time. If we revise the terms of this Agreement, the modified version will not be retroactive and will be effective and binding the day after we post the revisions on our website, legal.getcredithealthy.com. We will give COMPANY notice of material changes, via email or within the GCH Service. If COMPANY objects to any changes we make, it must give us notice within 10 days after the revisions are posted; in this event, COMPANY’s continued use of the GCH Service will continue to be governed by the terms of this Agreement in effect prior to the revisions to which COMPANY objects, provided that those prior terms will remain in effect only until the expiration the then-current Subscription Term or Renewal Term. If the subscription renews at the end of the Subscription Term or a Renewal Term, the revised terms posted on our website at the time of any subsequent Renewal Term will apply upon such renewal. If COMPANY does not timely object to changes to these terms by giving notice as described above, its continued access to or use of the GCH Service means that COMPANY has agreed to be bound by the most current version of the terms which will govern as soon as they become effective.
Force Majeure. In no event shall either Party be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond the Party’s reasonable control, including but not limited to acts of God, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo (each a “Force Majeure Event”).
Governing Law; Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. All judicial proceedings to be brought with respect to the Agreement or any other dispute between the Parties hereto shall be brought exclusively in the state courts in and for Broward County, Florida (the “Court”) and by execution and delivery of this Agreement and/or by accessing and utilizing GCH Services, the Parties hereto each accepts generally and unconditionally the exclusive jurisdiction of the Court and irrevocably waives any objection (including, without limitation, any objection of the laying of venue based on the grounds of forum non-conveniens) which either of them may now have or hereafter have to the bringing of any such action or proceeding with respect to this Agreement or any other dispute in the Court. The terms of this forum/venue selection clause shall be construed as mandatory, rather than permissive. ALL PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY LAWSUIT ARISING OUT OF, OR RELATED, IN ANY WAY, TO THIS AGREEMENT OR ANY TRANSACTION ARISING OUT OF, THAT IS THE SUBJECT OF, OR RELATES IN ANY WAY TO THIS AGREEMENT.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the GCH at: Get Credit Healthy, Inc., 8411 West Oakland Park Blvd. Suite 202, Sunrise Florida 33351 or via email at [email protected]. Notices to COMPANY shall be sent to the mailing and/or email address listed on the Order Form. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid).
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties.
Publicity. The Parties agree that each may use the other’s logo, in advertisements and press releases, on their websites, and in other promotional and sales literature. However, the Parties agree that before any marketing or promotional materials that bear the other’s name, emblem, logo, or other identifying mark or description are disseminated or provided to any third party, both Parties must agree to its form and content, and shall work together in good faith to promote each other and themselves.