Please read these Terms and Conditions carefully. All contracts that Provider may enter into from time to time for the provision of Provider’s services shall be governed by these Terms and Conditions, and Provider will ask Customer for Customer’s express written acceptance of these Terms and Conditions before providing any such services to Customer.

1. Definitions

1.1  In these Terms and Conditions, except to the extent expressly provided otherwise:

Business Day” means any weekday other than a public holiday;

Business Hours” means the hours of 09:00 a.m. to 5:00 p.m. on a Business Day;

Charges” means the following amounts:
(a) the amounts specified in Section 5 of the Statement of Work; and
(b) such amounts as may be agreed in writing by the parties from time to time.

Contract” means any contract made under these Terms and Conditions between Provider and Customer;

Customer” means the person or entity identified as such in Section 1 of the Statement of Work;

Customer Confidential Information” means any information disclosed by the Customer to the Provider during the Term (whether disclosed in writing, orally or otherwise) that, at the time of disclosure, was marked as confidential, was described by Customer as confidential, or should have been reasonably understood by Provider to be confidential;

Customer Consumables” means the consumables owned or sourced by Customer that are used, or to be used, by Provider in the course of providing the Services;

Customer Equipment” means the equipment owned or sourced byCustomer that is used, or to be used, by Provider in the course of providing the Services;

Customer Premises” means any premises owned or controlled byCustomer at which the parties expressly or impliedly agree that the personnel of the Provider shall provide Services;

Customer Representatives” means the person or persons identified as such in Section 6 of the Statement of Work, and any additional or replacement persons that may be appointed by Customer by giving to Provider written notice of the appointment;

Effective Date” means the date of execution of a Statement of Work incorporating these Terms and Conditions;

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including for example power failures, explosions, fires, floods, riots, strikes, wars, epidemics or acts of God);

Minimum Term” meansthe period specified in Section 2 of the Statement of Work;

Provider” means DLL Cleaning Services, having an address of 4441 Broadway, Suite 2B, New York, NY 10040;

Provider Consumables” means the consumables owned or sourced by Provider that are used, or to be used, by Provider in the course of providing the Services;

Provider Equipment” means the equipment owned or sourced by Provider that is used, or to be used, by Provider in the course of providing the Services;

Provider Representatives” means the person or persons identified as such in Section 6 of the Statement of Work, and any additional or replacement persons that may be appointed by Provider by giving to Customer written notice of the appointment;

Services” means the cleaning services specified in Section 3 of the Statement of Work;

Statement of Work” means a written statement of work agreed to and signed by or on behalf of each of the parties;

Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and

Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time.

2. Term

2.1    The Contract shall come into force upon the Effective Date.

2.2    Subject to termination in accordance with Clause 19, the Contract shall continue in force indefinitely.

2.3   Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

3. Services

3.1  Provider shall provide the Services to Customer in accordance with these Terms and Conditions.

3.2   Provider shall provide the Services with reasonable skill and care.

3.3  Provider offers a Quality Clean Guarantee, the details of which are set forth in this provision. If the Customer believes that any element of the Services does not meet the standard specified in Clause 3.2, then the Customer must notify the Provider via email or phone within 48 hours of the completion of the original cleaning (“Original Clean”). Customer must allow Provider to investigate the matter (including where applicable allowing Provider to inspect the results of those Services) and, if those Services do not meet that standard, Customer shall receive a free reclean (“Free Re-Clean”). The Quality Clean Guarantee shall NOT apply to the following:

•   items not on our 58-point checklist;
•   free clean appointments;
•   other Free Re-Cleans;
•   places not in standard or reasonably safe condition (i.e.: biohazards, hoarding, etc.);
•   post-construction/post-renovation cleans; and
•   move out cleans.

There is no limit on how many Free Re-Cleans you can receive over the course of your relationship with Provider. However, Provider reserves the right to require additional time and payment for future cleans and/or void our Quality Clean Guarantee if Free Re-Cleans are requested either excessively or unreasonably. Free Re-Cleans only cover the cleaning services provided in the Original Clean. Customer will be charged for any extra services added to the Free Re-Clean.

3.4   Due to Provider’s Quality Clean Guarantee, PROVIDER DOES NOT OFFER OR GIVE ANY REFUNDS. By using Provider’s Services, Customer acknowledges, understands and agrees to Provider’s NO REFUND policy.

3.5   Provider shall devote such of its personnel’s time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.

3.6   Provider shall comply with all reasonable requests and directions of the Customer in relation to the Services.

4. Services Appointment

4.1  The Provider shall provide the Services within the timeframes specified in the Statement of Work OR otherwise agreed to, in writing, by the parties.

4.2  The Customer acknowledges that Provider will make its best efforts to cause the Services to be completed within the proscribed timeframes but also acknowledges that from timetotime, work for other customers could run overand lead to Provider’s personnel arriving later than anticipated. Accordingly, Customer agrees that for such occurrences, Provider will not be deemed in breach of the Contract.

4.3   If a party wishes to reschedule a Services appointment, then that party must provide the other party with a written request for such rescheduling at least 5 Business Days before the Services appointment is due to commence. In these circumstances, each party will use all reasonable efforts to agree on an alternative Services appointment, subject to Provider’s pre-existing appointments with other customers.

4.4   If Provider is unable to complete a Services appointment by reason of personnel shortage or illness, Provider shall not be in breach of these Terms and Conditions, so long as Provider makes reasonable efforts to timely reschedule any such appointment. If Provider does not reschedule same in accordance with this provision, the Customer shall be released from any liability to pay Charges for the Services appointment that was missed, and shall be entitled to a credit towards future charges.

5. Provider Personnel

5.1   The Provider shall ensure that all personnel involved in the provision of the Services:

(a)   have been interviewed by the Provider; and
(b)   have been trained in the provision of the Services.

6. Customer Premises

6.1   The Customer shall:

(a)  promptly provide to the Provider such access to the Customer Premises as is reasonably required by the Provider for the provision of the Services;
(b)  maintain the Customer Premises in good order for the supply of the Services and in accordance with all applicable laws;
(c)   be responsible for ensuring the health and safety of the Provider’s personnel while they are at the Customer Premises;
(d)  inform Provider of all health, safety and security rules, regulations and requirements that apply at the Customer Premises; and
(e)   maintain reasonable insurance coverage for the Provider’s personnel while they are working at the Customer Premises (including reasonable public liability insurance).

6.2   In the performance of the Services at the Customer Premises, the Provider shall comply with all reasonable health, safety and security rules, regulations and requirements advised by Customer to Provider.

7. Customer Obligations

7.1  Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such cooperation, input, documentation and any applicable licenses/consents/permits, as may be reasonably necessary to enableProvider to perform its obligations under the Contract.

7.2   The Customer must provide to the Provider access to running water and an electricity supply.

8. Provider Equipment and Provider Consumables

8.1  Provider uses and provides environmentally friendly supplies and nearly all equipment required for cleaning Customer Premises. Equipment includes but is not limited to a ULV disinfectant fogger machine. In the era of COVID-19, Provider employs measures to both clean and disinfect its customers’ premises. Accordingly, in its effort to create not only a clean environment, but also a safe one, Provider regularly consults the EPA website for the most up-to-date recommendations.

8.2   Provider may, with the consent of Customer, store certain supplies or equipment at the Customer Premises.

8.3   Unless specifically stated otherwise in writing by Provider, Provider does not provide:

•   conventional mop and bucket;
•   step stool;
•   microfiber towel;
•   toilet brush;
•   specialty products, including but not limited to Windex and paper towels; or
•   stainless steel cleaner.

Provider would be happy to use any of the above items if provided by Customer and left in clear view accompanied by instructions for desired use.

8.4  Within 10 Business Days following the termination of the Contract, Customer will make available for collection by Provider, all Provider Equipment and Provider Consumables in the possession or control of Customer on the date of termination.

9. Customer Equipment and Customer Consumables

9.1  Customer shall provide to Provider the Customer Equipment and the Customer Consumables reasonably requested by Provider for use in the provision of the Services.

9.2   Provider may only use the Customer Equipment and the Customer Consumables for the purpose of providing the Services.

9.3  Customer shall ensure that the Customer Equipment and the Customer Consumables are in good working order and suitable for use in the provision of the Services.

10. Representatives

10.1  Customer shall ensure that all instructions given by Customer in relation to the matters contemplated in the Contract are given by a Customer Representative to a Provider Representative. Provider may treat all such instructions as the fully authorized instructions of Customer. Provider may, in its discretion, decline to comply with any instructions that are not given in accordance with this provision.

11. Charges

11.1  Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions and the Statement of Work.

11.2   Provider may elect to modify any element of the Charges by giving the Customer at least 30 days written notice of the modification. Such modifications may result from a variety of circumstances, including but not limited to:

(1)   changes in the costs of products and equipment,
(2)  the need to obtain newly recommended/updated equipment or products based on the EPA’s recommendations or industry standards, and/or
(3)  re-assessment of the proper value of the Services after having an adequate opportunity to perform same. Any such modifications are in the sole discretion of Provider.

12. Authority

12.1   By using the Services, Customer agrees and asserts that:

(a)   Customer can form a binding agreement with Provider;
(b)  Customer will comply with these Terms and Conditions and all applicable local, state, and federal laws, rules, and regulations; and
(c)  Customer understands that Provider is protected by relevant trademark and copyright laws. If Customer is using the Services on behalf of a business or some other entity, Customer asserts and agrees that Customer is authorized to grant all licenses and permissions set forth in these Terms and Conditions, and to agree to same on behalf of the business or entity.

13. Payments

13.1   Provider will issue invoices for the Charges to Customer in accordance with Section 5 of the Statement of Work.

13.2    Customer must pay the Charges to Provider in accordance with Section 5 of the Statement of Work.

13.3   The Customer must pay the Charges by debit card, credit card, or ACH payment.

13.4  If Customer does not pay any amount properly due to Provider under these Terms and Conditions and in accordance with the Statement of Work, Provider maycharge the Customer interest on the overdue amount at the rate of 10%per annum, which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month.

14. Provider's Confidentiality Obligations

14.1   The Provider must:

(a)   keep the Customer Confidential Information strictly confidential;
(b) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature; and
(c)  act in good faith at all times in relation to the Customer Confidential Information.

14.2   Provider may disclose the Customer Confidential Information to Provider’s officers, employees, professional advisers, insurers, agents and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

14.3   This Clause 14 imposes no obligations upon Provider with respect to Customer Confidential Information that is: (a) known to Provider before disclosure under these Terms and Conditions; (b) is, or becomes publicly known, through no act or default of Provider; or (c)is obtained from a third party in circumstances where Provider has no reason to believe that there has been a breach of an obligation of confidentiality.

14.4  The restrictions in this Clause 14 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law, regulation, judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognized stock exchange.

14.5   The provisions of this Clause 14 shall continue in force following the termination of the Contract.

15. Warranties

15.1   Provider warrants to Customer that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

15.2   Customer warrants to Provider that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

15.3   All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

16. Customer Indemnity

16.1   Customer agrees that to the maximum extent permitted by law, Customer shall indemnify, defend, and hold harmless Provider, its affiliates, directors, officers, stockholders, employees, licensors, agents and assigns, from and against any and all complaints, charges, liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) arising directly or indirectly or in any way related to any breach by the Customer of these Terms and Conditions, any negligence or fault by Customer, or any other violation of any law by Customer.

17. Limitations and Exclusions of Liability

17.1  TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, ASSIGNS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) PROVIDER SERVICES, PROVIDER’S FAILURE OR INABILITY TO RENDER SERVICES, CUSTOMER’S ACCESS TO OR INABILITY TO ACCESS/USE THE SERVICES, OR (B) THE UNAUTHORIZED ACCESS, USE, OR ALTERATION OF CUSTOMER’S CONTENT OR CUSTOMER PREMISES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2   Nothing in these Terms and Conditions will limit or exclude any liability:

(a)   for death or personal injury resulting from negligence;
(b)   for fraud or fraudulent misrepresentation; or
(c)   in any way that is not permitted under applicable law.

17.3  The limitations and exclusions of liability set out in this Clause 17 and elsewhere in these Terms and Conditions:

(a)   are subject to Clause 17.1; and
(b)  govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

17.4   The Provider will not be liable to the Customer in respect of any loss(es) of:

(a)   profits or anticipated savings;
(b)   revenue or income;
(c)   use or production;
(d)   business, contracts or opportunities;
(e)   anything arising out of or resulting from a Force Majeure Event; or
(f)    any special, indirect or consequential nature.

17.5   The liability of the Provider to the Customer under the Contract in respect of any event or series of related events shall not exceed the lesser of:

(a)   $10,000; and
(b)  the total amount paid and payable by the Customer to the Provider under the Contract in the 12-month period preceding the commencement of the event or events.

18. Force Majeure Event

18.1   If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract, other than any obligation to make a payment, that obligation will be suspended for the duration of the Force Majeure Event.

18.2   A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

(a)   promptly notify the other; and
(b)   inform the other of the period for which it is estimated that such failure or delay will continue.

18.3   A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

19. Termination

19.1   After the Minimum Term has tolled, either party may terminate the Contract by giving the other party not less than 30 days’ written notice of termination, and provided that the termination date in such written notice is on either the 15th or the last day of any given month.

19.2   Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a)     the other party commits any material breach of the Contract;
(b)   the other party commits a breachof the Contract and fails to remedy said breach within 10 days following delivery of written notice from the innocent partyrequesting that the breach be remedied; or
(c)  the other party persistently breaches the Contract, irrespective of whether such breaches collectively constitute a material breach.

19.3   Provider may terminate the Contract immediately by giving written notice to Customer ifany amount due to be paid byCustomer to Provider under the Contract, is unpaid by the due date and remains to be unpaid seven (7) days after said due date.

20. Effects of Termination

20.1   Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect: Clauses 1, 8.4, 12, 13.2, 13.3, 13.4, 14, 15.3, 16, 17, 20, 21, 24, 25, 26, 27, 28, 30, 32, and 34.

20.2   Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

21. Status of Provider

21.1   Provider is not an employee of Customer, but an independent contractor.

22. Notices

22.1    Any notice given under these Terms and Conditions must be in writing, whether or not described as requiring “written notice” in these Terms and Conditions.

22.2    Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Section 7 of the Statement of Work):

(a)   delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery;
(b)  sent by USPS mail, UPS or FedEx, in which case the notice shall be deemed to be received 3 Business Days following posting, or
(c)  sent by electronic mail, in which case the notice shall be deemed to be received upon delivery if given on a Business Day during Business Hours, otherwise same will be deemed to be received on the following Business Day.

22.3   The addressee and contact details set out in Section 7 of the Statement of Work may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 22.

23. Subcontracting

23.1   Provider must not subcontract any of its obligations under the Contract without the prior written consent of Customer, providing that Customer must not unreasonably withhold or delay the giving of such consent.

23.2   Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

24. General

24.1   Failure to enforce any provision of the Contract shall not be deemed a waiver of same.

24.2  If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

24.3   The Contract may not be varied except by a written document signed by or on behalf of each of the parties.

24.4   Customer hereby agrees that the Provider may assign Provider’s contractual rights and obligations under the Contract to any successor to all or a substantial part of the business of the Provider from time to time. Save to the extent expressly permitted by applicable law, Customer must not, without the prior written consent of Provider, assign, transfer or otherwise deal with any of Customer’s contractual rights or obligations under the Contract.

24.5  The Contract is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.

24.6  These Terms and Conditions together with the Statement of Work shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

25. Interpretation

25.1   In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a)   that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b)   any subordinate legislation made under that statute or statutory provision.

25.2   The Clause headings do not affect the interpretation of these Terms and Conditions.

26. Photo Release

26.1   Customer represents that it has read, reviewed and agreed to the Photo Release on Provider’s website, and Customer further agrees that it does not have any questions pertaining to same. Accordingly, the Photo Release on Provider’s website is fully incorporated herein by reference and shall have the same force and effect as it would if separately executed.

27. Dispute Resolution

27.1   Customer represents that it has read, reviewed and agreed to the Dispute Resolution Agreement on Provider’s website, and Customer further agrees that it does not have any questions pertaining to same. Accordingly, the Dispute Resolution Agreement on Provider’s website is fully incorporated herein by reference and shall have the same force and effect as it would if separately executed.

28. Communication and Solicitation of Provider Personnel

28.1   Provider invests heavily in training and background screening to find quality employees. Customer is therefore strictly prohibited from hiring or otherwise soliciting any of Provider’s personnel. Should Provider hire or solicit any Provider personnel (either current or having worked with Provider with the last 24 months), during the performance of the Services or eighteen (18) months after completion of said Services, Customer shall pay to Provider a violation fee of $25,000. Customer understands and agrees that exchanging contact information is considered a breach of this section and will be deemed “per se” solicitation.

28.2   Customer agrees that all communication regarding the Services, charges, payments and anything related thereto, shall be directed to the Provider Representative(s) in Section 6 of the Statement of Work. Customer understands and agrees that directing any such communication to Provider’s personnel would be inappropriate and may hinder Provider’s ability to perform the Services and fulfill its obligations. Customer understands and agrees that Provider may appropriately deem a violation of 28.1 and/or 28.2, to be a material breach of Contract.

29. Safety

29.1 Provider strives to foster a safe environment for everyone. Provider’s cleaning staff are employed, background checked, insured and bonded, and professionally trained. Provider reserves the right to remove our employees from Customer Premises should the environment be/become unsafe.

29.2   By using the Services, Customer agrees to assist in fostering a safe environment by:

(a)  identifying fragile items and communicating this to Provider’s cleaners or Provider’s customer service team prior to the start of Customer’s cleaning appointment;
(b)   accounting for and securing all valuables prior to the start of Customer’s cleaning appointment;
(c)  notifying Provider of pets and, if necessary, placing them in designated enclosures that would not threaten Provider staff or impede Provider Services;
(d)  removing any biohazards, including, but not limited to, human bodily fluids, animal waste, rodent feces, live/dead insects, and sharp bio-products (needles, IV tubing, etc.);
(e)   not requiring or requesting the lifting or moving of furniture or heavy items; and
(f)   ensuring construction or renovation work (including touch-ups) have been completed, all contractors have left, and all equipment has been removed – prior to arrival of Provider’s staff.

In the event that Customer does not comply, Customer will be deemed to be in breach of contract and Provider’s staff will be instructed to immediately leave Customer Premises (at the discretion of Provider’s management). In such an event, Customer will not be entitled to any refund or reclean, and Provider will be entitled to exercise its rights and remedies pursuant to these Terms and Conditions.

30. Damages

30.1   Provider’s cleaning staff will conduct themselves professionally. In the rare event accidental damage occurs, Customer shall (1) notify Provider within 48 hours of when the appointment is completed either by email or by phone, (2) send or give Providera photo of said damage within the same 48 hour period, (3) provide an estimate of the damages within 3 Business Days, and (4) be available to be contacted. Provider cannot guarantee reimbursement for damages that do not comply with this paragraph. Further, for potential caulking and grout damages, Provider does not assume responsibility for the restoration of severely worn, stained or mildewed caulking and grout. Except in emergencies (e.g., a leaking toilet), Customermust not undertake the repair or replacement of the damage for which Customer seeks reimbursement. Provider reserves the right to contract suitable professionals to repair damages, and will make payment arrangements directly with its contractors to settle any damage repair.

31. Online Account, Electronic Services/Licenses, and Rights Granted

31.1  Customer agrees to: (1) not create more than one account; (2) not create another account if Provider has already disabled Customer’s account, unless Provider gives written consent for same; (3) not share Customer’s password. Customer understands and agrees that credits and discounts are not transferrable between accounts and are not redeemable for cash. Customer also understands that its account(s) will be deactivated and all associated credits and discounts will be removed if any of the conditions above are violated. Continued non-compliance will result in the permanent ban of the Services. If Customer believes that someone has gained access to Customer’s account, Customer shall immediately notify Provider.

31.2  Provider grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use our desktop and mobile website, Facebook page, mobile application, and other related electronic services.Any software Provider offers may automatically download and install upgrades, updates, or other new features.

31.3   Customer may not copy, modify, distribute, sell, or lease any part of Provider’s electronic services detailed in this Section, nor may Customer reverse engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or Provider gives Customer written permission to do so. Customer may not use our branding, logos, designs, photographs, videos, or any other materials appearing or used in our electronic services, without Provider’s written consent.

31.4 Provider’s electronic services may let Customer post, send, receive, upload, store content, or provide feedback or suggestions. Customer understands that in doing the foregoing Customer is giving Provider a license to use said content and feedback free from any compensation.

32. Not Liable for Third-Party Actions/Content

32.1 Provider has not reviewed all content that may link or refer to Provider Services and Provider is not responsible for the content generated by third party entities. The inclusion of any reference to Provider by third party entities does not imply endorsement by Provider. Use of any such content is at Customer’s own risk. If you use a service, feature, or functionality that is operated by a third party and made available through our Services (including Services we jointly offer with the third party), each party’s terms will govern the respective party’s relationship with you. Provider is not responsible or liable for a third party’s terms or actions taken under the third party’s terms.

33. Disclaimers

33.1 THE SERVICES ARE PROVIDED “AS IS” AND TO THE EXTENT PERMITTED BY LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WHILE PROVIDER ATTEMPTS TO PROVIDE A GOOD CUSTOMER EXPERIENCE, PROVIDER DOES NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY PRICING, TERMS, CONTENT, USER CONTENT, OR INFORMATION CUSTOMER OBTAINS ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE. PROVIDER TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY GREATER THAN REQUIRED BY APPLICABLE LAW.

34. Miscellaneous Provisions

34.1  The laws of New York, other than its conflict-of-laws principles, govern these Terms and Conditions and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms and Conditions or their subject matter.Subject to Section 27, the courts of New York shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

34.2  Provider may from time to time need to craft additional terms and conditions for Customer’s specific needs. Said additional terms, in addition to these Terms and Conditions, will also become part of the agreement between Customer and Provider if Provider has or requests specific needs/services.

34.3  Customer may not transfer its rights or obligations under these Terms and Conditions without Provider’s prior written consent.

34.4   Any and all agreements between the parties which require signatures may be executed in counterparts and may be electronically signed/submitted. Counterparts and/or electronically signed/submitted agreements shall be deemed originals, and shall have the same force and effect as if they were one original agreement signed by both Parties.