1.1. “Affiliate” means, with respect to each party, an entity that controls, is controlled by, or is under common control with such party.
1.2. “Clients” mean individuals and/or businesses seeking to obtain short-term services in the renewable energy sector from Subcontractors through the Service.
1.3. “Client Contractors” mean individuals and/or businesses engaged by Client directly and for which Client has designated, and Client Contractors agree, to be Subcontractors through the Service.
1.4. “Close-Out Package” means the final work product for a Job submitted by Subcontractor through the Service.
1.5. “Invoice” means an invoice for payment submitted by Site Worker to Client that specifies: (i) the Subcontractor Payment; and (ii) the Processing Fee assessed by Site Worker.
1.6. “Jobs” mean jobs posted by Clients through the Service which Subcontractors may apply for through the Service.
1.7. “Login” means the unique combination of username and password designed to provide access for a single individual or business to the Service.
1.8. “Processing Fee” means a fee equal to five percent (5%) of the Subcontractor Payment, as set forth in an applicable Invoice.
1.9. “Project” means the scope of work identified in a Job posted on the Service.
1.10. “Service” means the software-as-a-service offering(s) provided by Site Worker, including without limitation, the Worker Marketplace and the Subcontractor Marketplace, including any updates thereto from time to time.
1.11. “Service Agreement” means a legally binding agreement entered into by and between a User with another User which sets forth the terms and conditions for the provision of a Job.
1.12. “Site Worker Content” means content (including, without limitation, signs, text, graphics, images, video, information, logos, button icons, software, audio files) made accessible by Site Worker on the Service and that is subject to license terms.
1.13. “Subcontractors” mean individuals or businesses seeking to perform Jobs for Clients. Subcontractors are either Client Contractors or Workers.
1.14. “Subcontractor Payment” means the compensation to Subcontractor for Job services performed comprising of: (i) the pricing terms of the Job provided by Subcontractor, as mutually agreed to between Subcontractor and Client; and (ii) any out-of-pocked expenses incurred by Subcontractor, as mutually agreed to between the Subcontractor and Client.
1.15. “Third Party Services” mean any applications, products, and services not provided by Site Worker that are used by User in combination with the Service.
1.16. “Users” mean Clients and Subcontractors.
1.17. “User Material” means any data, information, or other material supplied by or on behalf of User and submitted through the Service by User or over the course of using the Service.
1.18. “Workers” mean individuals and/or businesses vetted by Site Worker prior to accessing Jobs or bidding for Projects on the Service, as further detailed in Section 2.3 of this Agreement.
NATURE OF THE Service and jobs; connecting clients and subcontractors.
2.1. Subscription to the Service. Subject to the terms and conditions of this Agreement, Site Worker grants to User a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Service during the Subscription Term. Site Worker may, at its sole discretion, change, remove, add, or enhance features of the Service from time to time.
2.2. Description of Service. The Service is an online marketplace which enables Clients and Subcontractors to connect for the performance of short-term Jobs in the renewal energy sector. Clients post Jobs through the Service and Subcontractors may apply for such Jobs through the Service. Clients may choose from their own Client Contractors list or engage a Worker vetted by Site Worker for the performance of Jobs. If you agree on the terms of a Job with another User, you and such other User establish a Service Agreement directly between the two of you as set forth in greater detail in Section 6 herein. The Service enables Clients to manage multiple Client Contractors and compensates Subcontractors on behalf of Client in a timely manner.
2.3. Workers; Screening. In addition to facilitating Clients in managing their Client Contractors, the Service enables Clients to engage a subcontractor from Site Worker’s list of vetted Workers for the performance of Jobs. Such Workers are compensated through an Affiliate of Site Worker in accordance with the terms set forth in Section 7 hereof. Site Worker screens, interviews, and verifies information provided by Workers prior to granting such Workers access to the Service. For further information regarding how Site Worker vets Workers, please read our How We Vet webpage.
2.4. Connecting Clients and Subcontractors. Subcontractors are independent contractors of Clients and shall not be deemed employees, officers, agents, representatives, joint venturers, franchisees, or independent contractors of Site Worker. Site Worker does not perform Jobs and does not employ Subcontractors to perform Jobs. By connecting individuals and businesses seeking service providers to perform short-term jobs in the renewal energy sector, Site Worker operates as a web-based marketplace that connects Clients with Subcontractors who wish to perform a variety of projects in the renewal energy sector.
2.5. No Control Over Jobs. Site Worker is not responsible for the work provided by Users or exchanges made by Users. Site Worker has no control over the quality, timing, legality, lack of performance, or any other part of Jobs, Subcontractors, or Clients. Site Worker also has no control over the reliability, competence, skillfulness, qualifications, or any of the acts or omissions of any Users. Site Worker makes no representations or warranties about the results, dependability, timeliness, or accuracy of the Jobs requested or services provided by, or the exchanges of or between, Users identified through the Service in any manner. USER HEREBY UNDERSTANDS AND ACKNOWLEDGES THAT SITE WORKER DOES NOT CONTROL, DIRECT, SUPERVISE OR MONITOR A SUBCONTRACTOR’S PERFORMANCE AND EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBLIGATION AND LIABILITY FOR A SUBCONTRACTOR’S PERFORMANCE AND THE JOBS IN ANY MANNER, INCLUDING, WITHOUT LIMITATION, A WARRANTY OR CONDITION OF SERVICES PERFORMED IN A GOOD AND WORKMANLIKE MANNER, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW.
ACCOUNT SECURITY; user SERVICE restrictions and responsibilities.
3.1. Logins. Each User accessing the Service must have a unique Login. Users shall not permit or authorize anyone other than such User to use their Login. Site Worker shall have the discretion to remove a User’s Login when such User will no longer be using the Service. User shall immediately notify Site Worker in the event User becomes aware of any authorized use of a Login.
3.2. Service Restrictions. User shall not itself, or through any third party: (i) install, configure, access, use, copy or replicate all or any portion of the Service; (ii) modify, reverse engineer, decompile, disassemble, distribute, create derivative works based on, copy or otherwise exploit all or any portion of the Service, except as expressly permitted by applicable law; (iii) sell, sublicense, rent, lease, or otherwise transfer rights to all or any portion of the Service; (iv) use the Service to operate in or as a time-sharing, outsourcing or service bureau environment or in any manner which supports the business of a third party; (v) obscure, remove or alter any intellectual property rights notices or markings on the Service; (vi) access the Service for purposes of creating or promoting a competitive product; or (vii) use the Service to store or transmit a virus or malicious code.
3.3. User Responsibilities. User shall: (i) be responsible for procuring, installing, operating and maintaining computer systems, operating systems and communications connectivity required for User’s access to the Service; (ii) use the Service in accordance with this Agreement and with all applicable laws, rules, regulations (including, without limitation, export, data protection and privacy laws, rules, and regulations); (iii) be responsible for all activities conducted under its Login to the Service; and (iv) be solely responsible for the accuracy, quality, reliability, integrity, and legality of User Material and of the means by which it acquires, uses and shares such User Material.
3.4. Third Party Services. Certain third-party solutions and services offered by one or more non-Affiliate third parties may be integrated into the Service or delivered separately. Additional terms may apply to User’s use of a Third Party Service. In the event additional terms do apply, such terms are set forth between User and the Third Party Services provider. User acknowledges and agrees that: (i) User acquires no rights, title or interest in or to any intellectual property rights underlying a Third Party Service, except for the express rights granted to User under this Agreement; (ii) SITE WORKER MAKES NO REPRESENTATIONS, WARRANTIES, COVENANTS OR SERVICE LEVEL COMMITMENTS OF ANY KIND REGARDING ANY THIRD PARTY SERVICE, AND (iii) SITE WORKER OFFERS AND ASSUMES NO INDEMNITY OBLIGATIONS OR OTHER LIABILITIES OF ANY KIND REGARDING EACH THIRD PARTY SERVICE.
REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.
5.1. Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
5.2. User Warranty. User represents and warrants: (i) User has read, understands, and agrees to be bound by this Agreement; (ii) User will fulfill the commitments User makes to other Users through the Service, be reasonably responsive to other Users on the Service, and only utilize the Third Party Service provider specified or approved by Site Worker to make or receive payment for services provided through the Service; (iii) the User Content does not and shall not infringe, misappropriate or violate any third party’s intellectual property rights or other proprietary rights; (iv) User will use its own personal name or business name on its profile; (v) all information (including, without limitation, resumes, credentials, skills, etc.) that User submits on the Service and/or provides to Site Worker and/or another User is truthful and correct; and (vi) User shall comply with all federal, state and local laws, regulations, ordinances and rules that are applicable to its activities and obligations under this Agreement.
5.3. Subcontractor Warranty. In addition to the User representations and warranties set forth above, Subcontractor further represents and warrants: (i) Subcontractor is typically engaged in an independently established business of the same nature as the services to be performed for Clients through the Service; (ii) Subcontractor has the necessary skills and expertise required to offer and provide services to Client, and can do so in a safe manner and in accordance with all applicable laws; (iii) the services to be provided by Subcontractor to Client will be provided in a timely and professional manner; (iv) Subcontractor has obtained all necessary licenses, permits and registrations prior to applying for a Job and undertaking a service for Client; and (v) Subcontractor has obtained any necessary insurance prior to applying for and performing a Job for Client.
5.4. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, USER UNDERSTANDS AND AGREES THAT THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IS PROVIDED “AS IS” AND SITE WORKER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SITE WORKER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY THAT THE SERVICE WILL OPERATE IN COMBINATION WITH USER’S HARDWARE, OTHER SOFTWARE, THIRD PARTY SERVICES, OR USER MATERIAL. SITE WORKER FURTHER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTYAND HAS NO LIABILITY REGARDING ANY USER ACTION ON THE SERVICE, USER MATERIAL OR THE PERFORMANCE OF JOBS. Site Worker makes reasonable efforts to ensure the Service is free of viruses or other harmful components but cannot guarantee that the Service will be free from unknown viruses or harmful components. Site Worker cannot guarantee that the Service will not incur delays, interruptions, or other errors that are outside of Site Worker’s reasonable control and are inherent with the use of the internet and electronic communications.
SERVICE AGREEMENTs BETWEEN CLIENTS AND SUBCONTRACTORS.
6.1 Service Agreement. You acknowledge and agree that a Service Agreement is created when you and another User agree upon the terms and conditions of a Job. The terms and conditions of the Service Agreement include the terms set forth in this Section 6, the terms of engagement accepted by both the Client and Subcontractor on the Service, and any other contractual terms accepted by both the Client and Subcontractor, provided that such terms and conditions do not otherwise conflict with this Agreement. You understand and agree that Site Worker is not a party to any Service Agreement, and nothing contained herein or in a Service Agreement establishes an employment relationship between Site Worker and a Subcontractor or Subcontractor and a Client. Notwithstanding the foregoing, Users acknowledge and agree that Site Worker may initiate payment to Subcontractor on behalf of Client for services performed by Subcontractor pursuant to Section 7 herein.
6.2 Contractors. Subcontractors may not assign, delegate, or subcontract any part of the Job to any third party without the prior express written consent of the Client. If Client approves such a request, Client is responsible for confirming with the Subcontractor that any such contractor is registered on the Service. Subcontractor: (i) must properly supervise and oversee all work by each such contractor and must ensure the quality of the work rendered by each such contractor; (ii) must ensure that such contractor fully complies with the terms of this Agreement; (iii) a breach of this Agreement by such contractor shall be deemed a breach by Subcontractor; and (iv) Subcontractor will be solely responsible to pay each such contractor for the work performed hereunder, and Site Worker will have no payment obligation to any such contractor.
BILLING AND PAYMENT TERMS; TAXES.
7.1. Subcontractor Payment. Once a Subcontractor submits their Close-Out Package for a Job through the Service, Client shall review and confirm acceptance of such Close-Out Package within twenty-four (24) hours (“Acceptance”). Failure to accept, reject or dispute the Close-Out Package within twenty-four (24) hours of the Close-Out Package being submitted by Subcontractor through the Service shall be deemed an Acceptance. Site Worker shall disburse the Subcontractor Payment to Subcontractor on behalf of Client within seventy (72) hours of such Acceptance. Subcontractor is responsible for providing Site Worker with its most current billing information. You acknowledge and understand that any payment hereunder may be made through an Affiliate of Site Worker and may be subject to additional terms and conditions.
7.2. Invoicing. Site Worker shall invoice Client for the Subcontractor Payment in addition to a Processing Fee and shall send the Invoice for payment to Client’s account through the Service. Site Worker invoices and requires payment in US Dollars. Such Invoice shall be payable no later than ninety (90) days of the receipt of the Invoice by Automated Clearing House (ACH) direct bank transfer to the bank account set forth in the applicable Invoice.
7.3. Interest. In the event Client fails to make any payment due to Site Worker under this Agreement within ninety (90) days of the applicable Invoice due date, then, without limiting Site Worker’s remedies under this Agreement, Client shall pay interest on the overdue sum from the due date until payment of the overdue sum. Interest under this Section 7.3 shall accrue on a monthly basis at three percent (3%).
7.4. Delayed Payments. Site Worker reserves the right to suspend or limit Client’s use of the Service if Site Worker has not received payment for an Invoice by the due date for payment and Client fails to cure non-payment within forty-five days thereof. Client will pay to Site Worker immediately upon demand all fees, costs and expenses (including attorneys’ fees) that Site Worker incurs or may from time to time impose in connection with any of the following: (i) preparing, negotiating, administering and enforcing this Agreement or any other agreement executed in connection herewith; (ii) any litigation or dispute in any way relating to this Agreement; (iii) enforcing any rights against Client; and (v) collecting the amounts due under the Invoice.
7.5. Taxes. Site Worker’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Site Worker’s income.
INTELLECTUAL PROPERTY; USER MATERIAL.
8.1. Ownership; Reservation of Rights. Except as expressly set forth in this Agreement, all intellectual property rights in and to the Service and Site Worker Content remain the sole property of Site Worker and its licensors. Site Worker owns all content, data, software, inventions, ideas, and other technology and intellectual property that it develops in connection with its products, the Service and Site Worker Content.
8.2. Feedback. If User provides suggestions, ideas, opinions, input or other feedback to Site Worker, Site Worker shall have an unconditional and unlimited right to use, reproduce, modify, and disclose such feedback without any compensation or attribution. Notwithstanding the foregoing, Site Worker is not required to consider or implement any feedback.
8.3. User Material. User retains all right, title and interest in and to User Material. User grants to Site Worker all necessary licenses and rights in and to User Material solely as necessary for Site Worker to provide the Service to User or as required by applicable law. Site Worker will not knowingly use or access any User Material except as necessary to provide the Service. Users shall be solely responsible for the User Material they post on the Service, and you acknowledge that any reliance on any User Material posted by other Users will be at your own risk. Notwithstanding the foregoing, Site Worker reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion.
9.1. Definition. “Confidential Information” means, without limitation, any proprietary information, customer and end user data, software, product plans, inventions, technical data, trade secrets, know-how, processes, the existence and terms of this Agreement, or other business or financial information, in each case disclosed or made available by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) whether orally or in writing hereunder.
9.2. Protection of Confidential Information. The Receiving Party shall: (i) keep all Confidential Information confidential and secure during and after this Agreement, using at least the same degree of care that the Receiving Party uses to protect its own most confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely as and to the extent required for the performance of the Service during the Subscription Term; (iii) not disclose or divulge the same to any third party without the express prior written consent of the Disclosing Party in each instance; and (iv) notify the Disclosing Party immediately in the event the Receiving Party becomes aware of any loss or disclosure of any Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or a government body, provided that the Receiving Party must give the Disclosing Party prompt written notice and obtain or allow for a reasonable effort by the Disclosing Party to obtain a protective order prior to disclosure.
9.3. Exclusions. Confidential Information shall not include information that: (i) was already known or in the Receiving Party’s possession, without restriction, at the time of disclosure, as demonstrated by documentation or other competent evidence in existence at the time of disclosure; (ii) was already known by the Receiving Party, without restriction, at the time of disclosure, having been disclosed to the Receiving Party by a third party without such third party having a confidentiality obligation with respect to such information; (iii) is or becomes publicly known through no wrongful act by the Receiving Party; or (iv) was independently developed by the Receiving Party without reference or access to any Confidential Information, as demonstrated by documentation or other competent evidence created at the time of such independent development.
9.4. Return of Confidential Information. The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the expiration or termination of this Agreement. Upon the Disclosing Party’s request, the Receiving Party will certify in writing that it has fully complied with its obligations under this Section 9.4.
9.5. Remedies. It is agreed that money damages would not be a sufficient remedy for any breach by the Receiving Party of this Section 9, and the Disclosing Party will be entitled to injunctive relief, specific performance, and/or other appropriate equitable remedy for any such breach. The Disclosing Party’s election to pursue injunctive relief shall not be a waiver of any of its other remedies available to it under law, equitable principles, or other legal theories.
NON-SOLICITATION; NON-DEALING WITH CUSTOMERS
10.1. Non-Solicitation. During the Subscription Term and for a period of two (2) years immediately following the termination of this Agreement and the Subcontractor’s engagement hereunder (the “Restriction Period”), the Subcontractor shall not directly or indirectly (i) employ or otherwise engage, recruit or otherwise solicit, induce or influence any person to leave the employment, engagement or service of the Company; and (ii) solicit or encourage any User, customer, supplier or service provider to terminate or modify adversely its business relationship with the Company or otherwise intervene in any relationship between the Company and any of its respective employees, contractors, suppliers or consultants.
10.2 Non-Dealing with Customers Outside of the Service. During the Restriction Period, the User shall not, either on their own account or in conjunction with or on behalf of any other person, have business dealings directly or indirectly with any person or entity who is a customer or prospective customer of the Company outside of the Service platform, provided that nothing contained in this Section shall be deemed to prohibit the seeking or doing of business not in direct or indirect competition with Company’s line of business, which for the avoidance of doubt, involves the renewable energy sector.
11.1. Indemnification by Site Worker. Site Worker shall defend, indemnify and hold User harmless from any damages, attorneys’ fees, finally awarded judgments or settlements arising from any claims, demands, suits or proceedings made or brought by a third party against User, in each case to the extent arising from any allegation that the Service infringes any patent, copyright, or trade secret of a third party. Notwithstanding the foregoing, Site Worker will have no liability for any infringement claim of any kind if the claim results from: (i) modification of the Service made by User or its agents; (ii) unauthorized or unlicensed use of the Service; or (iii) User Material. Site Worker shall have no obligation to indemnify or defend User to the extent any claim arises from User’s use of any Third Party Services.
11.2. Indemnification by User. User shall defend, indemnify and hold Site Worker harmless from any damages, attorneys’ fees, finally awarded judgments or settlements arising from any claims, demands, suits or proceedings made or brought by a third party (including without limitation any User) against Site Worker, in each case to the extent arising from or related to: (i) any breach of any representation, warranty, covenant or other obligation in this Agreement by User; (ii) any allegation that User Material infringes the intellectual property rights or any other right of a third party; (iii) User’s breach of its confidentiality obligations under Section 9 hereof; or (iv) gross negligence or willful misconduct by User.
11.3. Rights Upon Infringement. If Site Worker receives information about an infringement claim related to the Service, Site Worker shall in its sole discretion: (i) modify the Service so that it no longer infringes; (ii) obtain a license for User’s continued use of the Service in accordance with this Agreement; or (iii) if (i) and (ii) are not reasonably practicable, then terminate User’s subscription for the Service.
11.4. Indemnification Procedure. The party seeking indemnification must: (i) promptly notify the indemnifying party in writing of the applicable claim for which indemnification is sought; provided, that failure to notify shall not relieve a party of its indemnification obligations unless the indemnifying party has been materially prejudiced thereby; (ii) give the indemnifying party sole control of the defense and settlement of the claim (except that the indemnifying party may not settle a claim unless it unconditionally releases the indemnified party of all liability); and (iii) provide the indemnifying party with all non-monetary assistance, information and authority reasonably required for the defense and settlement of such claim.
11.5. Exclusive Remedies. This Section 11 (Indemnification) states Site Worker’s sole and exclusive obligations, and User’s sole and exclusive remedies, with respect to infringement of any intellectual property rights of any kind.
LIMITATION OF LIABILITY.
12.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SITE WORKER’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE OR YOUR USE OF SITE WORKER CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE) WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY USER HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
12.2. IN NO EVENT SHALL SITE WORKER BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, OR THIS AGREEMENT, EVEN YOU HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TERM AND TERMINATION.
13.1. Term. These Terms of Service will remain in full force and effect while you are a User of the Service (“Subscription Term”). You may terminate this Agreement at any time by ceasing all use of the Service and deactivating your account.
13.2. Deactivation and Suspension. Site Worker reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to removal of your User Content from the Service and immediate termination of your account without ability to access the Service and/or any other services provided to you by Site Worker, upon any breach by you of these Terms of Service. Even after your right to use the Service is suspended, terminated or limited, this Agreement will remain enforceable against you.
13.3. Surviving Provisions. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement or your use of the Service.
14.1. Relationship of Parties. The parties are independent contractors. This Agreement does not establish any relationship of partnership, franchise, joint venture, employment, fiduciary, or agency between the parties. Neither party will have the authority to bind the other party or incur obligations on the other’s behalf without the other party’s prior written consent.
14.2. Notices. All notices under this Agreement shall be in writing and delivered by courier or overnight delivery service, certified mail, or electronic mail and in each instance will be deemed given upon receipt. Notices of termination or of an indemnifiable claim shall be identified as “Legal Notices”. Notices to Site Worker shall be addressed to the attention of its President, [President], at [Email Address] with email subject (in English) “Legal Notice”. All notices to User will be sent to the physical address and/or email addresses set forth in the User’s account.
14.3. Headings and Severability. Headings used in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation of this Agreement or any portion thereof. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
14.4. Waiver and Cumulative Remedies. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.
14.5. Assignment. Neither party may assign this Agreement or any of its right or obligations under this Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may transfer and/or assign this Agreement, without the other party’s consent, to any successor by way of a merger, acquisition, or change of control. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section 14.5 shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws rules. The state and federal courts located in the State of Florida shall have exclusive jurisdiction to adjudicate any dispute arising of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. EACH PARTY ALSO WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.
14.7. Force Majeure. A party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages, as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third party telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are beyond such party’s reasonable control (each, a “Force Majeure Event”). This Section 14.7 does not excuse User’s payment of fees due under this Agreement provided that Site Worker continues to provide the Service as set forth in this Agreement.
14.8. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding User’s use of the Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification or amendment of any provision of this Agreement shall be effective unless in writing signed by the parties. This Agreement is binding upon and inures to the benefit of, the parties and their respective permitted successors and assigns.