Customer Terms of Use

Revised September 24, 2021

In these Customer Terms of Use ("Customer Terms") "you" and "your" refers to you the Customer while "we," "us," and "our" refers to Tenant Turner. "Both" refers to you and us.

1. General.

   These terms apply to your plan. By checking "Agree" when signing up, you agree to the Customer Terms. If you do not agree to Customer Terms, do not check the box and you may not access the Site nor the Software. Customer Terms apply to and govern the Subscription. In the event the Subscription was purchased via a Tenant Turner Sales Order, these Customer Terms of Use apply to and govern each Sales Order and the Services and Products described in the Sales Order as fully as though the terms were stated in their entirety in each Sales Order.

   Plan

   "Plan" refers to your Tenant Turner subscription, to include Services and Products as defined below, regardless of how you purchased the subscription (e.g. directly from Tenant Turner, a Sales Order, or through Buildium's Showings Coordinator Powered by Tenant Turner).

   Software

   "Software" refers to software and other tools or services owned by or licensed to us.

   Services

   "Services" refers to the Tenant Turner Software and any integrated or third-party services for which you pay as part of your Tenant Turner subscription.

   Products

   "Products" refers to any Tenant Turner or third-party product purchased through us.

   Site

   "Site" refers to our websites.

2. Services and Products.

   We will provide our services and products, and we may make changes to them. We will not pay for your computer nor your internet access, of course.
   1. Both agree that we will provide the Services and Products described in the Plan for the term stated in the Plan. The Services and Products may be provided through the use of the Site and may involve us using or making available to you the Software.
   2. We reserve the right to make modifications to the Services and Products, the Site, or the Software during the term of any Plan provided such modifications do not have a material adverse effect on the functionality of the Services and Products.
   3. You will be responsible for obtaining and maintaining at your expense all computer hardware, software, communications equipment, and connections necessary to access and use the Services and Products. You shall also be responsible for maintaining the security of your equipment, Tenant Turner account, passwords, and files, and for all uses of your account or equipment with or without your knowledge or consent.

3. Payment for Services and Products.

   You agree to pay for the services and products.
   1. You agree to pay per the terms of the Plan.
   2. You will be responsible for and agree to pay all sales, use, value-added, excise and other taxes, if any, relating to the Plan other than taxes based on our net income.
   3. You agree that your Plan bill may increase or decrease based upon the total number of rentals you have under management. You agree to notify us when your total number of rentals under management increases or decreases by at least 10% from the quantity indicated in your Plan. From time to time we may contact you to ask for your current total number of rentals under management, and you agree to provide that total within thirty (30) days. When your total number of rentals increases or decreases by at least 10% from the quantity indicated in your Plan we will adjust your future invoices to reflect the new quantity.
   4. If during the term of the Plan, or during any subsequent terms, you purchase CodeBox electronic lockboxes directly from CodeBox or other third-party we will charge you a $15 transfer fee per CodeBox transferred into our CodeBox account for use in Tenant Turner.
   5. We reserve the right to modify the prices and rates we charge for the Plan by providing at least thirty (30) days prior written notice to you. Modified prices and rates will become effective at the beginning of the next renewal term for the Plan.
   6. If you believe we billed you incorrectly you must contact our customer support team within sixty (60) days of the invoice in which the error occurred in order to receive an adjustment or credit.

4. Term and Termination.

   We don't want to see you go, but here's what happens if you do.
   1. The initial term for the Plan will be the service term as stated in the Plan.
   2. You may terminate the Plan with or without cause at any time. Termination will be effective at the end of then-current billing period.
   3. We may terminate one or more of the Services and Products in your Plan at any time if: (i) you violate or fail to perform or comply with any of your obligations under the Plan or these Customer Terms and such violation or failure continues unremedied for fifteen (15) days; (ii) you cease business activities, make a general assignment for the benefit of creditors or become the subject of a voluntary or involuntary bankruptcy or insolvency proceeding; (iii) you violate our expectations of behavior and civility toward our employees, partners, and tenant prospects; or (iv) you fail to abide by laws, statutes, and restrictions of telecommunications carriers and our service providers.
   4. If we terminate one of your Plans, we may terminate any and all of your Plans outstanding at that time.
   5. If either you or we terminate a Plan purchased through a Sales Order you will pay us (i) all fees and other amounts due with respect to Services and Products provided on or before the expiration or termination date, and (ii) all fees and other amounts payable, including financed purchases, for any CodeBox products shipped to you under the Sales Order. Additionally, if you terminate without cause within the initial term, fifty percent (50%) of the remaining value of any Services and Products associated with the Plan will be due and payable to us at the time of termination.
   6. If your Plan expires or is terminated, (i) the license granted to you in connection with the Services and Products will terminate immediately and you will no longer have any right to use the Site, the Software, or any of our materials in connection with the Services and Products in the Plan and (ii) we will have no obligation to provide the Services and Products to you in connection with the Plan.
   7. The terms of these Customer Terms that, by their nature, continue in effect after the expiration or termination of the Plan will survive expiration and termination, including but without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
   8. If any payment is not paid when due, you agree to reimburse us for all costs of collection, including reasonable attorneys' fees and costs.

5. License and Limitations.

   Your Plan gives you—and only you—the right to access our services and products.
   1. During the term of an applicable Plan, we grant to you a limited, nonexclusive license (i) to access and use the Site and the Software and (ii) to use any documentation provided to you by us in connection with the Services and Products, in each case for the periods and quantities purchased under the applicable Plan.
   2. This license is limited to you, and you may not resell it, sublicense it, lease it or otherwise make it available to any third-party. This license is also limited to the quantity of units purchased by you under the applicable Plan.

6. Customer Support and Service Level.

   Our service and support game is strong.
   1. We will use commercially reasonable efforts to ensure the Services and Products will be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If you request maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond our control will also be excluded from any such calculation. Your sole and exclusive remedy, and our entire liability, in connection with the availability of Services and Products will be that for each period of downtime lasting longer than four hours, we will credit you 5% of non-product fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as you recognize that downtime is taking place and notify us in writing, and continues until the availability of the Services and Products is restored. In order to receive downtime credit, you must notify us in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Services and Products fees in any one (1) calendar month in any event. We will only apply a credit to the month in which the incident occurred. Our blocking of data communications or other Service in accordance with our policies may not be deemed to be a our failure to provide adequate service levels.
   2. We reserve the right to refuse registration of or cancel passwords we deem inappropriate or insufficient.
   3. We will provide customer support through online support ticket requests on weekdays during the hours of 9:00 am through 5:00 pm Eastern Time (8:00 pm Eastern Time for Plans purchased through Buildium's Showings Coordinator Powered by Tenant Turner), with the exclusion of federal holidays.
   4. Customer may initiate a support ticket by in-app chat, by emailing support@tenantturner.com, or by calling 1-888-976-4638. Support contact information is subject to change from time to time as we may change support service vendors.
   5. We will use commercially reasonable efforts to respond to all support tickets within one (1) business day.

7. Confidentiality.

   We will respect each other's information and property, including information about pricing and contracts.
   1. You will take commercially reasonable steps to protect the confidentiality of our Confidential Information and Trade Secrets (as such terms are defined below) that we disclose to you or you otherwise receive by someone or some entity in connection with any Plan, the Services and Products, or these Customer Terms, and we will do the same for you. Neither you nor we will copy, duplicate, use, disclose or transfer any such Confidential Information or Trade Secrets of the other except as required to access and use or provide the Services and Products, as applicable.
   2. For purposes of these Customer Terms, (i) "Confidential Information" means all proprietary or confidential information of a party and/or its affiliates, other than Trade Secrets, which is of value to the party and/or its affiliates and which is not generally known by or available to the party's competitors, whether or not such information is specifically designated by the party as being confidential, and (ii) "Trade Secrets" mean all trade secrets of a party as defined under applicable law. The pricing and other specific terms relating to the Services and Products included in the Plan constitute our Confidential Information.
   3. The confidentiality provisions contained in this Section 7 will apply (i) with respect to Confidential Information, at all times while any Services and Products are being provided under any Plan and for a period of two (2) years after all such Services and Products cease being provided under any Plan, and (ii) with respect to Trade Secrets, at all times that the Trade Secret constitutes a "trade secret" under applicable law.
   4. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Our Proprietary Information includes (i) non-public information regarding features, functionality, and performance of the Service and Products, and (ii) data and information pertaining to tenant prospects ("Provider Data"). Your Proprietary Information includes non-public data you provide to us to enable the provision of the Services and Products ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it without restriction by a third-party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party, or (v) is required to be disclosed by law.

8. Ownership of Property.

   You own your data but you let us use it, and we own our data and let you use it.
   1. Your rental listings and information and related materials provided by you for placement, syndication, storage, and/or use in or in connection with the Services and Products or on or in connection with the Site ("Customer Materials") are and will remain your property. You grants us an irrevocable, royalty-free, nonexclusive license to use, copy, display and distribute Customer Materials to the extent necessary to provide the Services and Products and/or to administer or maintain the Site.
   2. You have no right, title, or interest in or to any of the Services and Products, the Site, or the Software, and we or our applicable licensor will retain ownership of and full and exclusive rights in and to the Services and Products, the Site, and the Software and all related enhancements and modifications, including without limitation, ownership of and full and exclusive rights to all related copyrights and other intellectual property rights and full and exclusive rights to sell, license, market, assign, and modify the Services and Products, the Site, and the Software.
   3. You will own all right, title, and interest in and to the Customer Data. We will own and retain all right, title, and interest in and to (i) our data, (ii) the Services and Products, the Software, and all related improvements, enhancements or modifications, (iii) any software, applications, inventions or other technology developed in connection with Implementation Services and Products or support, and (iv) all intellectual property rights related to any of the foregoing. We grant to you unconditional, non-exclusive license to use our data related to tenants and tenant prospects for the duration of the term of the Products and Services in the Plan.
   4. Notwithstanding anything to the contrary, we have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and Products and related systems and technologies, including without limitation information concerning Customer Data and data derived from it, and we will be free during and after the term of the Products and Services in the Plan to (i) use such information and data to improve and enhance the Services and Products and for other development, diagnostic, and corrective purposes in connection with the Services and Products and our other offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as defined in the Plan and these Customer Terms.

9. Intellectual Property Indemnity.

   You are not responsible if our software is found to infringe upon someone else's property.
   1. Provided that you comply with the Plan and these Customer Terms, we agree to indemnify you from and against any damages, costs and expenses (including reasonable attorneys' fees) you incur as a result of a final judgment in favor of a third-party in connection with a claim that the Services and Products, the Site, or the Software infringe or otherwise violate any U.S registered patent, copyright, trademark or service mark of that third-party.
   2. If any third-party claim is made against you for which we may be required to provide indemnification under Section 9(a) above, (i) you will promptly notify us in writing of such claim, in no event later than ten (10) days prior to the date on which a response to the claim is required, (ii) we will have full authority, at our option, to defend such claim and you will provide reasonable assistance in such defense, and (iii) we will have full authority, at our option, to control the defense of such claim at our expense and all negotiations for the compromise and settlement of such claim.
   3. If we determine that any third-party claim that the Services and Products, the Site or the Software infringes or otherwise violates any U.S. registered patent, copyright, trademark or service mark of a third-party is valid, we will have the right, at our expense (i) to obtain for you the right to continue using the Services and Products, the Site, or the Software, as applicable, under these Customer Terms, (ii) to modify the Services and Products, the Site, or the Software, as applicable, so that they are no longer infringing with no materially adverse effect on their functionality, or (iii) to terminate any Plan with respect to the infringing Services and Products, the Site, or the Software and refund you any related prepaid fees for the remainder of the current initial or renewal term.
   4. The agreements contained in this Section 9 constitute our exclusive liability and responsibility for, and your exclusive remedy regarding, any claim that the Services and Products, the Site, or the Software infringes or otherwise violates any patent, copyright, trademark or servicemark of a third-party.

10. Customer Indemnification.

    You will use our Services and Products lawfully and protect us if you don't. You represent, covenant, and warrant that you will use the Services and Products only in compliance with our standard published policies then in effect and all applicable federal, state, and local laws and regulations, including but not limited to fair housing laws. You agree to indemnify, defend, and hold us harmless from and against any damages, losses, liabilities, settlements and expenses, including without limitation costs and attorneys' fees, incurred by us or a licensor as a result of or in connection with any third-party claim that (i) any of your materials infringes or otherwise violates any patent, copyright, trademark, service mark, trade secret, or other intellectual property right of a third-party, and/or (ii) your screening, assessment, leasing policies or practices, or improper use of the Software or Services, violates any applicable housing, data protection, privacy or other law or regulation. Although we have no obligation to monitor your use of the Services and Products, we may do so and may prohibit any use of the Services and Products we believe may be (or alleged to be) in violation of the foregoing.

11. Liability Limitations.

    You agree we have limited liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, WE AND OUR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO US FOR THE SERVICES UNDER ANY APPLICABLE PLANS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT CAUSING THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Representations, Warranties, and Disclaimers.

    You're real, we're real, and we're making some promises to each other.
    1. Both represent and warrant to the other that (i) it is a valid, legal entity in good standing with its state of incorporation, (ii) it owns its property and can enter into the business being conducted, (iii) it does not require approval of or notice to any governmental authority or third-party to enter into or enforce each Plan or these Customer Terms, (iv) each Plan and these Customer Terms are valid and legally binding, (v) there are no proceedings pending or threatened before any court, governmental, or administrative agency that it reasonably expects to affect the validity or enforceability of any Plan or these Customer Terms, (vi) it is not bound by any contract or agreement that would prohibit it from entering into or performing in accordance to any Plan or these Customer Terms.
    2. We further represent and warrant to you that (i) we will provide the Services and Products substantially according to written specifications we publish and substantially according to any Services and Products descriptions specified in an applicable Plan or in any related Statement(s) of Work, and (ii) we will use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services and Products in a manner that minimizes errors and interruptions in the Services and Products and will perform any services Services defined in any Statement(s) of Work in a professional and workmanlike manner. Services and Products may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control, but we will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
    3. You further represent and warrant to us that all of the following comply and will comply with all federal, state and local fair housing, data protection, privacy and other applicable laws and regulations: (i) the questions and other materials included or used in connection with the rental listings posted or submitted by or on your behalf through the Services and Products, (ii) the questions and other materials and technology you use in screening or making leasing decisions regarding potential tenants, (iii) your other leasing practices, including without limitation, the use of any results of any screening or assessment Services and Products we provide, and (iv) your leasing decisions. In addition, you represent and warrant to us that you will not use the results of any screening or assessment Services and Products provided per an applicable Plan to discriminate against tenant prospects or current tenant in violation of any federal, state or local employment or other applicable laws or regulations.
    4. THE REPRESENTATIONS AND WARRANTIES MADE BY US IN THIS SECTION 12 OR ELSEWHERE IN THESE CUSTOMER TERMS ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, NEITHER WE NOR ANY OF OUR LICENSORS REPRESENT OR WARRANT THAT (i) ANY OF THE SERVICES AND PRODUCTS, THE SITE, OR THE SOFTWARE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, (ii) ANY SPECIFIC RESULTS WILL BE OBTAINED USING THE SERVICES AND PRODUCTS, THE SITE, OR THE SOFTWARE, OR (iii) ANY ERRORS IN THE SERVICES, THE SITE, OR THE SOFTWARE WILL BE CORRECTED. IN ADDITION, WE AND OUR LICENSORS EXPRESSLY DISCLAIM LIABILITY FOR YOUR IMPROPER OR DISCRIMINATORY USE OF THE SERVICES AND PRODUCTS, THE SITE, OR THE SOFTWARE, INCLUDING CLAIMS AGAINST YOU MADE BY ANY COURT OR REGULATORY AGENCY BASED IN WHOLE OR IN PART ON FINDINGS OF DISPARATE OR ADVERSE IMPACT TREATMENT REGARDING TENANTS AND TENANT PROSPECTS. WE AND OUR LICENSORS MAKE NO WARRANTY THAT THE SERVICES AND PRODUCTS, THE SITE, OR THE SOFTWARE WILL NOT CAUSE AN ADVERSE OR DISPARATE IMPACT ON A LEGALLY PROTECTED CLASS OF PEOPLE IF SUCH SERVICES AND PRODUCTS OR SOFTWARE ARE USED IMPROPERLY OR ARE USED WITHOUT A STATISTICALLY ADEQUATE OR REPRESENTATIVE TENANT LEAD POOL. FURTHERMORE, WE AND OUR LICENSORS EXPRESSLY DISCLAIM LIABILITY FOR THE SERVICES' AND PRODUCTS' THE SITE'S, AND/OR THE SOFTWARE'S COMPLIANCE WITH, OR YOUR ABILITY TO USE SCREENING OR ASSESSMENT SERVICES TO EVALUATE TENANTS OR TENANT LEADS UNDER THE EMPLOYMENT LAWS OF ANY JURISDICTION OTHER THAN THE FEDERAL AND STATE LAWS OF THE UNITED STATES. WITHOUT LIMITING THE GENERALITY OF FOREGOING, BOTH SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE TENANT PROSPECT PRE-QUALIFICATION INFORMATION AND OTHER TENANT PROSPECT INFORMATION PROVIDED ON OR THROUGH THE SERVICES AND PRODUCTS, THE SITE, AND/OR THE SOFTWARE ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS AND THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY SUCH PRE-QUALIFICATION INFORMATION OR OTHER INFORMATION OR THEIR ACCURACY OR COMPLETENESS.

13. Restrictions and Responsibilities.

    Please be kind and don't try to monkey with our software or property.
    1. You agree you will not nor attempt to (i) modify, adapt, reverse engineer, decompile, disassemble, reverse assemble or otherwise attempt to discover the source code or underlying algorithms or know-how of any of the Services and Products, the Site, or the Software, (ii) create any derivative works from any of the Services and Products, the Site, or the Software, (iii) access or use the Services and Products, the Site, or the Software for any illegal, unlawful, threatening, abusive, harassing, or obscene purpose or for any other purpose prohibited by our policies in place from time to time, (iv) post or otherwise provide any false, misleading or dishonest information or other content on, through or in connection with the Services and Products or the Site.
    2. You may not remove or export from the United States or allow the export or re-export of the Services and Products, the Software, or anything related them in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Customer Terms and will be prohibited except to the extent expressly permitted by the terms of the Plan.

14. Miscellaneous.

    You know that drawer in your kitchen…
    1. We and our employees and representatives are and will be independent contractors with respect to you, and you and yours to us. Neither you nor we will by virtue of any Plan or these Customer Terms have any right, power, or authority to act or create any obligation on behalf of each other.
    2. We are based in Richmond, Virginia. Both (i) agree the Plan and the Customer Terms will be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, (ii) agree that any dispute, claim, or controversy arising in regards to these Customer Terms, any Plan, and/or the Services and Products will be brought, tried and litigated exclusively in the Circuit Court of the County of Henrico, Virginia or in the United States District Court for the Eastern District of Virginia (Richmond Division), (iii) voluntarily submit to personal jurisdiction in each such court, and (iv) expressly waive any right to object to personal jurisdiction or improper venue, or to assert the doctrine of forum non conveniens or any similar doctrine, with respect to either such court in connection with any dispute, claim, or controversy in regards to these Customer Terms, any Plan, and/or the Services and Products.
    3. All communications, notices and disclosures required or permitted by these Customer Terms to you or us will be in writing and will be deemed to have been given on the date when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested, at the associated address described on the applicable Plan.
    4. During the initial or any renewal term of any applicable Plan and for a period of one (1) year after the expiration or termination of such Plan, you may not, without our prior written consent, either directly or indirectly, solicit or attempt to solicit, divert or hire away any of our employees or contractors.
    5. Neither you nor we may assign any Plan, in whole or in part, without the prior written consent of the other party, and any attempt to assign that is not in accordance with the foregoing will be null and void and of no force or effect. Notwithstanding, we may assign any Plan to any purchaser of all or substantially all of our assets.
    6. These Customer Terms will be binding on and inure to the benefit of both and their respective successors and permitted assigns.
    7. The section headings and subheadings contained herein are for the convenience of the parties only and will not be interpreted to limit or affect in any way the meaning of the language contained in these Customer Terms of Use.
    8. The Plan and any other documents included as part of or relating to the Plan may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. The Plan and any other documents included as part of or relating to the Plan may be executed by exchange of manually signed originals or facsimile copies or by exchange of electronic signatures through any electronic signing service or process we approve.
    9. Except as otherwise provided herein, these Customer Terms, together with the applicable Plan and any related Statement(s) of Work prepared by us and delivered to you in connection with such Plan, contains the entire agreement and understanding between you and us concerning the Services and Products described in such Plan. No waiver or other default by either you or us of any term or provision of these Customer Terms will affect such party's rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.
    10. At our request, you will work together with us in good faith to issue at least one mutually agreed upon press release or other marketing notice within 90 days of the commencement of the Plan, and you agree to reasonably cooperate with us to serve as a reference account upon request, including but not limited to our use of your logo and likeness in marketing materials.
    11. The Plan and these Customer Terms are the complete and exclusive statement of the mutual understanding between you and us and supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the Plan and these Customer Terms, and that all waivers and modifications must be in writing and signed by both, except as otherwise provided in these Customer Terms.
    12. If any provision of any Plan or these Customer Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Plan or the Customer Terms will otherwise remain in full force and effect and enforceable.