Terms of Service

Terms of Service

ACCEPTANCE OF TERMS

SellMOREautos.com welcomes you! We are a service-driven company, a subsidiary of Web4Minds, an Internet hosting and technology company founded in 1995. Web4Minds provides its service to you, subject to the following Terms of Service.

This industry standard web hosting and maintenance agreement (“agreement”) is made as of the effective date by and between sellMOREautos.com a subsidiary of Web4Minds with offices located at 1927 Rogero Road Jacksonville Florida 32211, and you the (“customer”).

SellMOREautos.com/Web4Minds (Web4Minds) is in the business of hosting and maintaining web pages on the Web4Minds computer system and telecommunication equipment and the customer desires Web4Minds to provide customer with such hosting, maintenance and support services in connection with the customers Web Pages; and Web4Minds offers the customer the opportunity to provide information and services to the general public using the Web4Minds system; and the customer desires to provide information and services to the general public using the Web4Minds System; and Web4Minds and Customer hereby agree as follows:

1: DEFINITIONS

The above information and identifications of parties are true and correct.

The definitions of the terms used in this document shall apply.

2: HOSTING

Hosting: Web4Minds shall provide Hosting Services to Customer.

Implementation: Web4Minds shall implement the Customer Web Pages on the Web4Minds System by the Implementation Date.

Login: Customer shall have the right to request a Login to their web site Administrative Section, subject to the terms and conditions of this Agreement.

Backup: Web4Minds shall perform routine backups of files stored on the Web4Minds System.

Web4Minds System: Web4Minds shall have the right to modify the Web4Minds System, including, but not limited to, communications equipment, hardware, software, operating system, user interface specifications, transmission specifications, and other specifications in connection therewith without notice.

Internet: Customer hereby acknowledges and agrees that Web4Minds shall have no obligation to provide Customer access to the Internet. Customer shall be solely responsible for acquiring, purchasing, installing, configuring and maintaining the computer system for accessing the Internet, including (without limitation) computer software, Internet access software, computer hardware and telecommunication equipment.

Authorized Use: Customer shall prevent Unauthorized Users from accessing the Web4Minds System. Customer shall prevent Unauthorized Access to the Web4Minds System. Customer shall promptly inform Web4Minds of any and all Unauthorized Access (or suspected Unauthorized Access) of which Customer has knowledge or suspicion.

3: MAINTENANCE

Defect Resolution: During the Maintenance Term, Web4Minds shall correct any Defects in the Customer Web Pages within a reasonable time after such Defect is reported to Web4Minds by Customer, as follows:

Problem Reporting: Upon discovering a Defect, Customer shall report the Defect (“Service Request”).

Technical Support: Within a reasonable time after receiving a Service Request, Web4Minds shall provide limited internet-based support in the form of assistance and advice via email concerning use and update of the Customer Web Pages and correction of the Defect (“Technical Support”).

Off-site Support: If a Defect is not corrected within a reasonable time after receiving a Service Request, Web4Minds may conduct test and analyses at Web4Minds’s facility designed to reproduce, isolate and correct the Defect using data and information provided to Web4Minds by Customer (“Off-site Support”). If the Defect is not corrected within a reasonable time after commencing such Off-site Support, Web4Minds shall implement work around processes designed to minimize the impact of the Defect.

Update: During the Maintenance Term, Web4Minds shall provide Fee Based Update Services to Customer Web Site as requested by Customer and approved by Web4Minds in writing.

Maintenance: Customer shall be responsible for maintaining and updating used auto inventory limited to that which is accessible through the password-protected Administration page during the duration of the agreement.

Schedule: Maintenance Services shall be performed during the hours of 9:00 a.m. through 5:00 p.m., Eastern Standard Time, Monday through Friday (excluding holidays), unless otherwise required as determined exclusively by Web4Minds.

4: TERMS/PAYMENT

Terms of this contract shall be one year, which will automatically renew on the anniversary of the signing date thereafter.

Hosting Fee: By signing this agreement Customer agrees to pay all fees automatically charged to Customers credit card on the first day of each calendar month, after the signing date, and each month thereafter, except as otherwise approved by Web4Minds in writing. Web4Minds shall have the right to increase the Hosting Fee on each anniversary of the Term by providing written notice to Customer thirty days in advance of the first day of such Term.

Expenses: Customer shall pay all direct costs, including (without limitation) Domain Name registration costs, postage, shipping, telephone, insurance, travel, per diem, material and reproduction costs if incurred by Web4Minds in performing Services.

Communications: Customer shall be responsible for all telecommunication costs, including (without limitation) telephone charges, for Customer access to the Customer Web Site.

Taxes: Customer shall pay any and all applicable taxes if any (excluding income taxes assessed against Web4Minds.)

Invoice: Web4Minds shall charge Customer for fees and expenses in connection with the Services via Credit Card Transaction (VISA , MasterCard or American Express ). Customer agrees to pay any such charges in this manner.

Reactivation Fee: In the event Web4Minds deactivates the Customer Web Site due to nonpayment of an invoice as provided under Section 8. Web4Minds may reactivate the Customer Web Site as requested by Customer and approved by Web4Minds upon payment of the Reactivation Fee of $300.

Termination: Upon termination of this Agreement by Customer prior to the first anniversary of the Signing Date, Customer shall pay Web4Minds all Fees either past due or unpaid for the remainder of the annual agreement.

5: CUSTOMER OBLIGATIONS

Customer Cooperation: Customer shall promptly inform Web4Minds of all questions, comments, events, occurrences or circumstances which could lead to a claim, demand or liability against Web4Minds, or of any defects or problems in connection with the Hosting Services, the Web4Minds System and the Customer Web Site of which Customer has knowledge or suspicion.

Content: Customer shall be solely responsible for ensuring and preserving the truthfulness, accuracy, integrity, secrecy and lawfulness of all Content. Web4Minds neither warrants nor guarantees that any Content is safe from interception, alteration, corruption, or deletion by Users.

Regulations: Customer shall be responsible for monitoring and managing the Customer Web Site and shall delete, modify, edit and update the Content to ensure that the Content conforms with this Agreement, does not violate any applicable laws or regulations, and is not used for, or in connection with, any unlawful purpose or the commission of any tort. Customer shall ensure that the Customer Web Site does not contain, from whatever source, Content which:

(1) infringes upon the copyrights, patents or trademarks of any person or entity;

(2) misappropriates, or is used in connection with misappropriation of, the trade secrets of any person or entity;

(3) is used in connection with the commission of any tortuous or unlawful act; or

(4) violates or contravenes any applicable laws or regulations.

Login Confidentiality: Customer shall maintain confidentiality of the Login. Customer shall assume all responsibility and liability for harm and damages (direct, indirect, incidental and consequential) caused in connection with use of the Login. Customer shall indemnify, release and hold harmless Web4Minds from all liability, harm or damages (direct, indirect, incidental and consequential) caused in connection with use of the Login.

Authority: Customer hereby represents and warrants that Customer has obtained all necessary authorizations, permissions or licenses from the Owner to promote, market and distribute the products offered by Customer through the Customer Web Site.

Customer Services: The services to be provided by Customer through the Customer Web Site shall be performed on a best efforts basis and shall conform to the standards generally observed in the industry for similar services. Customer hereby acknowledges and agrees that all transactions related to the Customer Services are between Users and Customer, and that Web4Minds is not a party to such transactions.

Orders: Customer hereby agrees that all orders that relate to Customer Services as advertised or promoted through the Customer Web Site shall be fulfilled in accordance with the standards generally observed in the industry for similar services. Customer shall electronically retrieve all orders and inquiries at least as frequently as twice a day and fill such orders in accordance with all representations made in the advertisement for such Customer Services.

Customer Contact Information:

Customer shall be responsible for keeping all contact information current and accurate as provided to Web4Minds. Customer shall be responsible for keeping all credit card information current and accurate which is on file atWeb4Minds.

6: RESTRICTIONS

Export: The Web4Minds System shall not be used by Customer to transfer any Content, programs, information or materials to either a foreign national or a foreign destination in violation of any applicable law including (without limitation) the United States export laws (Export Administration Act, 15 CFR 730-774).

Lawful Purpose: The Web4Minds System shall be used for lawful purposes only. The Web4Minds System shall not be used to conduct, or solicit the performance of, any business or activity which is tortuous or prohibited by law. Unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, profane, hateful, racially, ethnically or otherwise objectionable activity or material of any kind, as determined by Web4Minds, including, but not limited to, any material which encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any applicable law shall not be performed using the Web4Minds System or posted to or stored on the Web4Minds System.

Prohibited Activity: Web4Minds shall have the right to prohibit conduct performed in connection with the Web4Minds System, the Content or the Customer Web Site which may be harmful, tortuous or unlawful, as determined by Web4Minds. Web4Minds shall have the right to monitor Customer Web Site and may in its sole discretion remove or delete any Content. Web4Minds shall have the right to view and disclose any Content as permitted by law. Notwithstanding any Web4Minds rights or provisions hereunder, Web4Minds shall have neither any obligation nor duty to prohibit, monitor, remove, delete, view or disclose any conduct or Content.

Pornography: Customer hereby acknowledges that using the Web4Minds System to obtain, store, access, distribute, transmit, display or view pornographic materials may violate applicable laws, including but not limited to, the Child Pornography Statute under 18 U.S.C. 2252, et seq. and Chapter 847 of [State Statute] Statutes [Computer Pornography and Child Exploitation Prevention Act of 1986], and may subject Customer to civil and criminal liability. The Web4Minds System shall not be used in violation of, or to encourage or aid the violation of, any such laws.

Chain Letter: Customer shall ensure that chain letters and pyramid schemes are not transmitted, stored or organized using the Web4Minds System.

Gambling: Customer hereby acknowledges that using the Web4Minds System to provide gambling services or to obtain, store, access, distribute, transmit, display or view gambling information may violate applicable laws and may subject Customer to civil and criminal liability. The Web4Minds System shall not be used in violation of, or to encourage or aid the violation of, any such laws.

Spamming: Customer shall not spam or send numerous or bulk email messages.

7: INTELLECTUAL PROPERTY

Proprietary Information: Title to Proprietary Information, including all ownership rights to patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of Web4Minds.

Trade Secrets: Customer hereby acknowledges and agrees that the Proprietary Information (excluding Coding lawfully accessible through the Internet) derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts by Web4Minds under the circumstances to maintain its secrecy; and is a trade secret as defined under Chapter 688 of the [State Statute] Statutes [§688.002(4)] and the Restatements.

Customer Materials: Web4Minds shall not have or accrue any title or ownership interests to the Customer Materials including any ownership rights to patents, copyrights and trade secrets therein. Customer hereby grants Web4Minds a non-exclusive, irrevocable, perpetual, world-wide, transferable and unrestricted license to (i) use, reproduce, display, perform and modify the Customer Materials; (ii) to integrate the Customer Materials with the Proprietary Information; (iii) prepare derivative works based on Customer Materials; (iv) distribute copies of Customer materials to Consultants; and (v) grant Consultants sublicenses to use, reproduce, display, perform, modify and prepare derivative works for purposes of developing, maintaining and hosting the Customer Web Pages.

Confidentiality: Customer shall maintain Confidential Information in strict confidence. Customer shall not disclose Confidential Information except to Authorized Persons. Customer shall not copy or use Confidential Information except as otherwise permitted under the Agreement. The Proprietary Information (excluding Coding lawfully accessible through the Internet) shall be deemed Confidential Information of Web4Minds.

Link: Customer hereby acknowledges and agrees that Web4Minds shall have the right to use the name of Customer, including the Customer Web Site, for reference as a customer of Web4Minds services for referral and marketing purposes. Customer hereby authorizes Web4Minds to maintain on the Web4Minds Web Site a Link to the Customer Web Site.

Web4Minds Legend: Customer hereby authorizes Web4Minds to include the Web4Minds Legend on the Customer Web Site. Notwithstanding the foregoing, Web4Minds shall have no duty or obligation to include the Web4Minds Legend on the Customer Web Site.

Reverse Engineering: Customer shall not reverse engineer the Software and shall not allow the Software to be reversed engineered.

Continuation: The terms and provisions of this Article VII shall survive termination and cancellation of this Agreement.

8: TERMINATION

Termination Limitations: This Agreement shall only be terminated as provided under this Article VIII.

Term and Renewal: This Agreement shall be valid for the Term. The Term shall renew for one year on each anniversary of the Signing Date unless termination is requested by Customer in writing at least fifteen days but not more than thirty days in advance of such anniversary.

Termination: Web4Minds may terminate this Agreement upon providing thirty days Termination Notice to the Customer.

Cancellation: If a party violates its obligations under this Agreement, the other party may cancel the Agreement by sending Cancellation Notice, describing the noncompliance to the non-complying party. Upon receiving Cancellation Notice, the non-complying party shall have thirty days from the date of such notice to cure any such noncompliance. If such noncompliance is not cured within the required thirty day period, the party providing Cancellation Notice shall have the right to cancel this Agreement as of the thirty-first day after the date of the Cancellation Notice.

Nonpayment: Notwithstanding Section 8, Customer failure to pay an invoice when due shall be sufficient cause for cancellation of this Agreement by Web4Minds as provided hereunder. Web4Minds shall exercise such right of cancellation by submitting Nonpayment Notice to Customer. Upon receipt of Nonpayment Notice, Customer shall have ten days to cure the nonpayment. If Customer fails to cure the nonpayment within the required ten day period, Web4Minds shall have the right to cancel the Agreement as of the eleventh day after the date of the Nonpayment Notice and Customer is responsible for all unpaid balances as well as any monthly fees for the duration of the annual contract.

Refund: Upon termination or cancellation of this Agreement by Customer, Web4Minds shall be entitled to retain all payments rendered to Web4Minds under this Agreement for the Services or in anticipation of the Services. Termination or cancellation of this Agreement shall not terminate or cancel any payment obligation of Customer.

Shut-Off: Customer hereby acknowledges and agrees that Web4Minds shall have the right to deactivate and remove a component of the Customer Web Site or the entire Customer Web Site from the Web4Minds System, including (without limitation) the Login, upon the occurrence of an Event.

Continuation: The terms and provisions of this Article VIII shall survive termination and cancellation of this Agreement.

9: WARRANTY

Services Warranty: The Services to be provided by “Web4Minds” under this Agreement shall be performed on a best efforts basis and shall conform to the standards generally observed in the industry for similar services.

Express Warranties: Customer hereby acknowledges and agrees that “Web4Minds” (including officers, Associates, agents and directors of “Web4Minds” has not made or granted any express warranties concerning the Services except for the service warranty in Section 9.

DISCLAIMER: The warranty set forth in section 9 is in lieu of all other warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Web4Minds (INCLUDING OFFICERS, DIRECTORS, ASSOCIATES AND AGENTS OF Web4Minds) hereby disclaims and customer hereby waives all warranties, express or implied, including, but not limited to, all implied warranties of fitness for a particular purpose and all implied warranties of merchantability, and including any warranty that the Customer Web Site complies with any applicable laws or regulations. Web4Minds (INCLUDING OFFICERS, DIRECTORS, ASSOCIATES AND AGENTS OF “Web4Minds”) DOES NOT WARRANT AND CUSTOMER HEREBY WAIVES THAT USE OF OR ACCESS TO THE “Web4Minds” SYSTEM, BY CUSTOMER, USERS, OR ANY THIRD PARTY, WILL BE UNINTERRUPTED OR ERROR FREE. “Web4Minds” DOES NOT MAKE ANY WARRANTY AND CUSTOMER HEREBY WAIVES ANY WARRANTIES THAT THE “Web4Minds” DATA WILL NOT BE LOST OR CORRUPTED. “Web4Minds” DOES NOT make ANY WARRANTy and customer hereby waives any and all warranties as to the results obtained from use of the smt system or as to the accuracy or reliability of the content. customer hereby acknowledges and agrees that use of the INTERNET or the customer web site shall be at the sole and exclusive risk of Customer and subject to restrictions, term and conditions, rules, regulations, policies, applicable laws and codes of conduct governing the Internet And the customer web site.

Access: Customer hereby acknowledges and agrees that access to the Customer Web Site may be affected by local market network telecommunication activity, capacity and compatibility with third party communication equipment, Internet access software and browser. “Web4Minds” hereby disclaims and Customer hereby waives any and all “Web4Minds” responsibility for any Defect, in connection with local market network telecommunication activity, capacity and compatibility with third party communication equipment, Internet access software and browser.

Down-time: Customer recognizes that the “Web4Minds” System may be inaccessible during down-time for inoperability, repair, modification or maintenance of the “Web4Minds” System. “Web4Minds” (including officers, agents, directors, and Associates of “Web4Minds”) shall not be liable for any loss or expense incurred directly or indirectly by Customer or Users due to such inaccessibility.

Access Denial: “Web4Minds” shall have the right to deny, refuse, interrupt, terminate or prevent access by any User to the Web4Minds System for any reasonable purpose as determined by Web4Minds. Web4Minds shall have no duty or obligation to deny, refuse, interrupt, terminate or prevent access by any User to the Web4Minds System.

Employee Soliciting: Customer shall not induce or solicit (directly or indirectly) any Associate to leave the employment of Web4Minds or engage the services of an Associate without the prior written consent of Web4Minds.

Rejection: Customer hereby acknowledges and agrees that the use or registration of the Customer Domain Name may be rejected by the Registration Company or opposed by a third party. Web4Minds shall not be responsible for any such rejection or challenge.

Services: The personnel assigned to perform the Services shall be determined solely by “Web4Minds”. The Services shall be performed at the office facilities of “Web4Minds”, unless otherwise required as determined exclusively by “Web4Minds”.

Continuation: The terms and conditions of this Article IX shall survive termination and cancellation of this Agreement.

10: INDEMNIFICATION

Limitation of Damages: [(“Web4Minds”)] shall not be liable to Customer or a third party under this Agreement or in connection with the use, performance and operation of the Customer Web Site; the Content, the Services and any loss of Customer or third-party data or information for any lost profits, consequential, exemplary, incidental or punitive damages, regardless of the form of action, whether in contract or in tort, including negligence, regardless of whether Web4Minds has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable.

Limitation of Liability: The liability of Web4Minds for any reason and for any cause of action whatsoever in connection with this Agreement, the Customer Web Site, the Content and the Services, regardless of the form of action, whether in contract or in tort, including negligence, shall be limited to the amount of money received by Web4Minds from Customer pursuant to this Agreement in the Term during which such damages or liability arose.

Infringement: Customer shall release, defend, indemnify and hold harmless Web4Minds (including officers, directors, agents and Associates of Web4Minds) from and against any and all claims, damages, liability, expenses, fees, costs and attorney and paralegal fees arising in connection with any third party claims of infringement or violation of any ownership rights to patents, copyrights, trademarks or trade secrets in connection with any use of Content and Links used in the Customer Web Page by Web4Minds. Customer shall defend and settle at its sole expense all suits or proceeding arising in connection with any such third party claim. Customer shall not enter into any agreement which impairs the right of Web4Minds to use the Content and Links in accordance with this Agreement. In all events, Web4Minds shall have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing. If use of the Content or Links is disrupted as a result of a third party claim, Web4Minds shall have the right to remove Content or the Links as provided under Section 8. The foregoing remedy shall be non-exclusive and in addition to any other legal or equitable remedies Web4Minds may have or accrue.

Indemnification: Customer shall defend, indemnify and hold harmless Web4Minds and its officers, directors, employees and agents, from and against any and all losses, costs, claims, suits, obligations, demands, damages, liabilities, expenses and reasonable attorney and paralegal fees on account thereof resulting from (i) any claims related to Customer Services, performance of Customer Web Site and Web4Minds System, use of the Customer Web Site and Web4Minds System by Customer or Users (including, without limitation, any claim for breach of warranty, libel, slander, invasion of privacy, false advertising, claims of copyright infringement, patent infringement, trademark infringement or dilution, misappropriation of trade secrets, loss of data and information, defamation, harassment, or fraud); (ii) injuries, including death to persons or damage to property, theft, emotional distress, which arise out of or result from the acts (or failure to act) of Customer or Users using the Customer Web Site and Web4Minds System and any breach by Customer of the obligations of Customer under this Agreement; (iii) any claims related to Content and data or information supplied by Customer to Web4Minds in connection with the Customer Web Site, including use of Customer Domain Name and (iv) the fault or negligence of Customer including Customer intentional wrongful acts. This Section 10 shall survive termination and cancellation of this Agreement. (v) W4M is not liable for any unauthorized credit card transactions by a third party.

Customer Indemnification: If a third party receives a judgment from a court of competent jurisdiction upholding claims for violations of trade secrets, proprietary information, trademark, copyright or any patent rights resulting from use of the Proprietary Information by Customer in a dispute in which Web4Minds is a party, Web4Minds shall perform one or more of the following actions (as determined by “Web4Minds”) within one year of the date judgment in favor of such third party’s claim is rendered by a court of competent jurisdiction:

(1) Replacement: Replace the Proprietary Information with a non-infringing product of substantially equivalent functional and performance capability;

(2) Modification: Modify the Proprietary Information to avoid the infringement without substantially eliminating the functional and performance capabilities of the Proprietary Information;

(3) Obtain License: Obtain a license for use of the Proprietary Information from the third party claiming infringement for use of the Proprietary Information.

The remedies set forth herein shall be the sole and exclusive remedies of Customer under this Agreement for any and all such claims of infringement.

Force Majeure: “Web4Minds” shall not be liable for any failure to perform its obligations under this Agreement or any failure of the Customer Web Site or the “Web4Minds” System because of circumstances beyond the control of “Web4Minds”, which such circumstances shall include (without limitation) natural disaster, terrorism, riot, sabotage, labor disputes, war, theft, fire, any acts or omissions of any government or governmental authority, declarations of governments, laws, court orders, rejection of Domain Name by Registration Company, transportation delays, power failure, computer failure, failure of Customer computer system, Web4Minds System downtime for routine maintenance, network problems, telecommunications failure, failure of Customer to cooperate with the reasonable requests of Web4Minds, misuse of Customer Web Site or the Web4Minds System by Customer or a third party and breach of this Agreement by Customer.

11: MISCELLANEOUS

Notice: Notices shall be in writing and shall be deemed delivered when delivered by Certified or Registered Mail – Return Receipt Requested or by hand to the address set forth below for Web4Minds and to the address set forth on the signature page of this Agreement for Customer. Notices shall be deemed given on the date of receipt - as evidenced in the case of Certified or Registered Mail by Return Receipt.

Web4Minds:

SellMOREautos.com

c/o Web4Minds

1927 Rogero Road

Jacksonville, Florida 32211

Assignments: All assignments of rights under this Agreement by Customer without the prior written consent of Web4Minds shall be void.

Entire Agreement: This Agreement contains the entire understanding of the parties and supersedes previous verbal and written Agreements between the parties concerning the subject matter of this Agreement. This Agreement shall not be modified in any way except by a writing signed by “Web4Minds”.

Equitable Remedies: The parties hereby acknowledge that damages at law may be an inadequate remedy to “Web4Minds”. Therefore, “Web4Minds” shall have the right of specific performance, injunction or other equitable remedy in the event of a breach of this Agreement by Customer.

Amendment and Modifications: Alterations, modifications or amendments of a provisions of this Agreement shall not be binding unless such alterations, modifications or amendments are in writing and signed by authorized representatives of “Web4Minds” and Customer.

Severability: If a provision of this Agreement or a portion thereof is rendered invalid, void, unlawful, or unenforceable, the remaining provisions or portions thereof shall remain in full force and effect.

Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.

Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be an original, but which together shall constitute one and the same instrument.

Governing Law: This Agreement shall be governed by the laws of the State of Florida, without regard to any rules of conflict or choice of laws which require the application of laws of another jurisdiction, and venue shall be proper in the city and state of the customer.

Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, nuter, singular or plural as the context shall require.

Waiver: Waiver of breach of this Agreement shall not constitute waiver of another breach. Failing to enforce a provision of this Agreement shall not constitute a waiver or create an estoppels from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the party waiving such provision.

Relationship of the Parties: Nothing herein shall be construed as creating a partnership relationship, employment relationship, or agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party maintains its separate identity.

Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of MEIDE LAW FIRM PA,

6622 S SOUTHPOINT DR., Suite 150, Jacksonville, Florida. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Qualified Arbitrators shall be selected by the parties in accordance with the Arbitration Rules of MEIDE LAW FIRM PA). Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. The Arbitration shall be administered by MEIDE LAW FIRM PA.

Assurances: Each party hereby represents and warrants that all representations, warranties, recitals, statements and information provided to each other under this Agreement are true, correct and accurate to the best of their knowledge.

Litigation Expense: In the event of litigation or arbitration arising out of this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).

IN WITNESS WHEREOF, “Web4Minds” and Customer have executed this Agreement.