Master Service Agreement – Terms and Conditions
Latest Update: December 16, 2019
We commend you and congratulate you for signing up with Eternal Experts. Eternal Experts provides it features and services as a SAAS (Software-as-a-Service). We may at times create custom reports for your individual and personal business use. We offer our services electronically to you, the Subscriber.
“Administrator” – Persons or entities which you have entrusted credentials and details that allows them to control, access, or modify any of the services, site(s), or content which have been made available to you.
“Content”– Any and all images, texts, videos, photos, digital media assets, files, applications, and programs.
“Moderation” – The oversight of activities and removal of content.
“MSA” – Master Service Agreement.
“Partners” – Persons or entities that Eternal Experts has entered into a mutually beneficial agreement with.
“Post”; “Posted” – To make publicly available or visible on any website.
“Server” – Any electronic piece of equipment that stores data and allows persons to access the data through electronic means.
“Purchase Order” – Refers to any order placed electronically through any means that specifies a service type and the cost of such services which become incorporated to and amended to this MSA.
“Services” – Any Services that are provided to the Subscriber.
“Subscriber” – The person or Entity who has agreed to this MSA and all incorporated (s) and Purchase Order(s).
“Third-Party” – A person or entity other than Eternal Experts which provides products or services under their own separate agreements or policies.
“Us”; “We”; “Our” – Effectively Eternal Experts which provides the services you Subscribe to.
“User” – Any person or entity which has access to any of the Services.
“You”; “Your”– The legal entity which has agreed to this MSA and subscribed to the Services.
- Our TERMS AND CONDITIONS are collectively known as the Master Service Agreement (MSA) and are legally binding and governs your rights and responsibilities in regards to your use of the Services.
- The Effective Date of this MSA is the date upon which you agreed to the MSA or the initial date which you used the Services, whichever comes first and continues until the Renewal Date of all Services or the termination of such services in accordance with this MSA and all incorporated Purchase Order(s).
- By Clicking “I have read and agree to the website terms and conditions” you confirm that you have completely read and understand this Agreement and that you, the Subscriber are bound to all of the terms written herein and you also confirm that you have the authority to Subscribe to the services on behalf of the party or entity known as the Subscriber.
- You have the option to pay monthly by choosing the Monthly option or the Option to pay annually or multi-annually by Choosing the Annual Option.
- All Subscriptions are for a minimum of one year regardless of which plan or payment option you choose.
- All subscriptions automatically renew on their Renewal Date for an additional 12 months or for the identical duration of time for which you have initially subscribed to, whichever is greater. Your subscription will be automatically renewed without notice and you agree to auto-renewals of your subscription(s) by accepting this MSA.
- You designate Eternal Experts to be your attorney-in-fact and grant us the right to sign Agreements on your behalf and be your authorized representative to establish relationships with third parties limited to the purpose of providing Services to the Subscriber.
- All notices will be delivered electronically and you accept electronic notification as the only required method of notification to serve notices to you.
1.We provide the Services using a commercially reasonable level of skill and care. All Services are governed by this MSA.
2.Changes to Terms. You understand our MSA, and all other policies may be changed at any time and you accept the changes by using the Services which includes but is not limited to accessing services or utilizing our website hosting service or utilizing our design services on any of your websites. Failure to accept the changes surrenders your rights to use the Services however the subscription charges you have agreed to and all other terms of service in this MSA remain in full effect.
3.Third-Party Services: The site and our Services may contain links to third parties which provide Third Party Services integrated with our Services. Use of any third-party service is at your own risk. We may from time to time use third parties in connection with providing services to you. Eternal Experts does not guarantee or provide any warranty in regards to any third-party service.
4.Partners and Affiliates: Partners and affiliates may receive compensation in connection with the services and/or this agreement.
5.Use of Information: All information disclosed to you is for informational purposes only. You agree that Eternal Experts does not offer tax, legal, or financial advice.
- ORDER PLACEMENT
- 6.1 Purchase Order
For the sake of this agreement, all orders or requests to purchase any of the Services provided by Eternal Experts will be known as a Purchase Order regardless if the Subscriber has placed the order with a Physical or Digital Purchase Order, placed the order electronically through our website or via a partner or affiliate link or through any applications, or placed the order via telephone or in-person, or placed the order via e-mail. Regardless of how the order was placed, all Purchase Orders must be accepted by Eternal Experts and do not become binding until Eternal Experts has accepted the Purchase Order.
- RESTRICTED USE
- 7.1 Age
You may not use the Services if you are under 13 years of age. You may not create an Administrator account for any person under 18 years of age.
- 7.2 Restricted Content
You will not use the Services to market or otherwise display audio, text, video, or imagery that can be construed as defamatory, hateful, discriminatory, deceptive, in direct competition of the Service Provider, unlawful, threatening, or otherwise obscene, offensive, or abusive or contains a call to action for any person or entity to engage in any of these restricted uses.
- 7.3 Data Limitation
Subscribers may not upload more than 2 Gigabytes of data, or files to their website. Uploading large amounts of data to the website is strictly prohibited and will be monitored. If the Subscriber wishes to add more storage capacity, they may submit a request to sales@EternalExperts.com for a custom quote.
Subscriber understands that all services including but not limited to website design and content creation have been provided to them as a subscription service and they do not have the right to access any services or contents in the event that the Subscriber defaults or cancels their subscription.
- SUBSCRIBER RESPONSIBILITIES
- 9.1 Account
It is the sole responsibility of the Subscriber to provide accurate information to Eternal Experts and to keep this information up to date. It is the sole responsibility of the Subscriber to maintain their account’s security which includes their Eternal Experts account, and website administration credentials. Eternal Experts is not liable for unauthorized use of your accounts or for any damages or losses incurred as a result. In the event your account security has been breached you must advise Eternal Experts accordingly.
- 9.2 Required Information
The Subscriber is solely responsible for providing Required Information in a timely manner to Eternal Experts. No refund for services not rendered will be issued in the event that the service could not be rendered due to the Subscriber’s failure to furnish necessary information that is required to perform a service. To remove any doubt, all information requested by Eternal Experts is considered to be Required Information requested for the sole purpose of providing Services to the Subscriber.
Payment must be made on time and payment method must be updated immediately upon change of any payment details. Failure to make payment will terminate the services and features of the Services including but not limited to access to any sites created by Eternal Experts until payment is made in full up until the current date. Subscriber hereby gives Eternal Experts full right to remove any services, products, programs, applications, sites, domains, or any other product or service provided to the Subscriber immediately upon the subscriber’s account becoming past due. Eternal Experts at its sole discretion will attempt to remedy any past due payments amicably by phone, e-mail, or mail, before removing or restricting its services as a courtesy and gesture of goodwill to the Subscriber; however, the unwillingness or inability of the Subscriber to receive any attempts to remedy the past due invoices does not restrict Eternal Experts from performing any interruption or discontinuation of services.
9.4 Access to Services
The Subscriber is responsible for purchasing and maintaining all hardware, internet, telephone, cell phone, software, and all other equipment and third-party services necessary to access and use the Services. Any expenses, fees, or charges incurred as a result of the Subscriber’s use of our Services are the sole responsibility of the Subscriber.
The Subscriber represents that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any Agreement between the Parties and any other person, firm or organization or any law or governmental regulation.
- AUTHORIZATIONS AND CONSENT
- 11.1 Recurring Payment Authorization
You authorize Eternal Experts and any of its merchants or payment processors to store and use your payment information to pay for all charges and services that are applicable to your Purchase Order(s), the Services, or this MSA at any time. Eternal Experts may debit your account at any time using your provided payment information using Automated Clearing House, debit, credit, checking, or any other method of payment which you have provided. Subscriber understands that these debits may be posted to their account on the same day or after several days. The Subscriber must have sufficient funds. In the event any transaction is declined, we may charge you an additional fee of $30 (thirty dollars) or more for each declined transaction. We may attempt to debit any provided method of payment more than once in the event that we attempt to notify you of a failed payment and you do not respond. You agree to abide by all rules applicable to the card service provider(s) and Automated Clearing House regulations and all governing laws applicable to them. Further, by accepting this MSA you confirm that you are authorized to make transactions with all payment methods you provide. The Subscriber must not dispute any charges made to their account(s) that they have preauthorized in this MSA, their Purchase Order(s), or Subscription(s). The Subscriber may revoke our privilege to use these payment methods at any time by giving Eternal Experts 30 days advanced notice in writing; however, the Subscriber understands that if payment is not made for the services on-time for any reason then the Services will be discontinued and the Subscriber’s account will be due in full in its entirety for the remaining period of the Subscription service up to the Renewal Date.
- 11.2 Creating Accounts on Behalf of the Subscriber
Subscriber authorizes Eternal Experts to create, close, access and manage accounts with third parties, affiliates, and partners, in order to provide Services to the subscriber. Accordingly, Subscriber hereby designates Eternal Experts as their Authorized Agent, Authorized Representative, and Attorney-In-Fact therefore designating and fully authorizing to the fullest extent of the law Eternal Experts LLC, to establish, create, access, modify, update, change, open new accounts, store financial and personal information, close accounts, or take any action required to provide Services to the Subscriber in connection with any Purchase Order(s), subscription(s), the Services, and this MSA. You affirm that you are authorized to grant these rights and make this appointment to Eternal Experts on behalf of your Company. You, the Subscriber, and not Eternal Experts, are solely responsible for all obligations to third parties. Subscriber understands that Eternal Experts may use this MSA to prove or otherwise authenticate that your Company has given Eternal Experts complete and full authority to establish Business to Business Relationships and Open, Close, and Manage Accounts on the Subscriber’s behalf. Eternal Experts is granted the right to use and reuse the E-Signature provided to sign this MSA in full force and effect and with the same authority as the Subscriber’s handwritten signature to create accounts on behalf of the Subscriber as well as sign electronic and physical agreements on behalf of the Subscriber as the Subscriber’s designated Authorized Representative and Attorney-at-Will. The Subscriber irrevocably designates and appoints Eternal Experts as their Authorized Representative, Authorized Agent, and attorney-in-fact for the period of which this MSA is in effect to act on the Subscriber’s behalf in order to perform the Services the Subscriber has requested in their Purchase Order(s), this MSA, and all other subscription(s) which they have willfully entered into. Therefore, Eternal Experts may open, close, store information, publicly post, and modify accounts including but not limited to, Website Hosting Providers, Payment Processors, Payment Gateways such as PayPal, Stripe, Square, Clover, Central Payment, Credit Card and Merchant Processors, Merchandise and Clothing Producers, Search Engines, Partners, e-Mailing Campaigns, blogs, vlogs, foreign and domestic websites, foreign and domestic services, foreign and domestic producers, Marketing Campaigns and related Software Programs, Affiliates, Affiliate Marketers, Branding and Design Associates, Social Media Websites including but not limited to Facebook, Instagram, Twitter, Pinterest, YouTube, Google +, Vimeo, Organizations including but not limited to Amazon, Bing, Yahoo, MSN, and Google, Google Ads, Google Analytics, Direct Mail Marketers, Online Directories, Websites, Retailers, and all other product and service providers in connection with providing the Services to the Subscriber without any further approval of the Subscriber required. The Subscriber may revoke these designations by sending a notice in writing to Eternal Experts at any time however the Subscriber acknowledges that the Services will be discontinued and the Subscriber’s account will be due in full for the remaining period of the Subscription service up to the Renewal Date.
- ELECTRONIC SERVICES
- 12.1 E-Signature
The subscriber or their representative hereby electronically signs this MSA by selecting “I have read and agree to the website terms and conditions.” The Subscriber agrees that their e-signature is valid and it is to be used in full force and effect and it is equivalent to their handwritten signature. Furthermore, the Subscriber agrees and maintains that the validity and enforceability of their e-Signature is identical to the validity and enforceability of their handwritten signature. The Subscriber confirms that they are authorized to provide this e-Signature and that by doing so they lawfully bind the Company which they represent to all terms of this MSA.
12.2 ELECTRONIC PERFORMANCE OF SERVICES
Eternal Experts conducts their Services electronically and the Subscriber understands that by entering into this MSA all Services and all correspondence will be made electronically.
- 13.1 Website and Design Contents
The Subscriber is solely liable for all content transmitted to Eternal Experts or any of its partners, affiliates, third parties, or posted or submitted onto any site, host, or server that was created or operated by Eternal Experts as a result of this MSA. Further, the Subscriber is responsible for all Content posted, transmitted, or otherwise made visible whether publicly or stored privately by all Users and Administrators of its site, server, and domain name. All copyrighted content that is provided by the Subscriber or its Users is property of the Subscriber and its Users respectively. The liability of all Content that is placed onto any of the domains or servers remains fully with the Subscriber, surviving this MSA indefinitely. The Subscriber hereby grants Eternal Experts an unlimited, irrevocable, transferable, royalty-free, paid-in-full, worldwide, perpetual, non-exclusive license to use any and all contents submitted by the Subscriber, its Users and Administrators, persons, entities, and employees, including all tangible and intangible texts and assets, for any and all commercial and non-commercial purposes including but not limited to the usage of such content for marketing purposes.
13.2 Content Moderation
Your site(s) may be moderated or otherwise reviewed from time to time and Contents may be deleted or removed from the site(s) if it is found to be in violation of this MSA or against United States or international law. However, it is not the responsibility of Eternal Experts to provide this moderation service and any violations of this MSA or any applicable laws are the sole responsibility of the Subscriber, not Eternal Experts. THEREFORE, the Subscriber irrevocably agrees and confirms with the following statement: “At all times and in all circumstances, legal compliance is the sole responsibility of the Subscriber.”
- CONFIDENTIALITY AND NON-COMPETE
- 14.1 Confidentiality Agreement
As a condition to the usage of the Services, Subscriber hereby agree as follows:
Subscriber will not use, disclose, or in any way reveal or disseminate to unauthorized parties any information that the Subscriber gains through contact with materials, websites, documents, personnel, or employees that are made available to the Subscriber either directly or indirectly as result of this MSA, or any Purchase Order(s). The Subscriber will not disclose or in any way reveal or disseminate any information pertaining to Eternal Experts or its operating methods, procedures, policies, software programs, documents, or involvement with any third parties that the Subscriber’s gains knowledge of as a result of their Subscription, the Services, or contact with any person or representative of Eternal Experts. Under no circumstances will the Subscriber remove, copy, distribute, or use physical or electronic documents or copies of documents from the premises or website(s) of Eternal Experts. Subscriber will not publish any information whether in physical or electronic format that could be interpreted to cause financial harm or otherwise cause damages to the reputation of Eternal Experts and agrees not to publish any negative information whether in malice or in goodwill to any form of media outlet including but not limited to social media accounts, review sites, news media, newspapers, websites, or applications (apps). Subscriber understands that Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that is not and was not bound by a confidentiality Agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any federal or state law.
Subscriber agrees to not compete (conduct similar business or provide or sell similar services) with any of the services provided by Eternal Experts for a period of twenty-four (24) months after the expiration of the latest Subscription termination date.
The submission of any Correspondence is at your own risk and we have no obligations with respect to such Correspondence. You grant Eternal Experts an unlimited, irrevocable, royalty-free, worldwide, non-exclusive, and perpetual license to use any Correspondence, including logos, designs, images, names, and bodies of text, in any way whether private or public, published in digital or physical form. As examples of intended uses, we may use your correspondence to market our services, discuss during meetings, display in advertising, radio or television broadcast, or to produce branded merchandise.
- SERVICE CHANGES, AMENDMENTS, AND RENEWALS
- 16.1 Plan Upgrades
You may at any time decide to upgrade your plan, at which point you will be billed a prorated amount for the upgraded plan. The prorated formula to be applied is [(Upgrade’s Monthly Rate – Initial Monthly Rate) / total number of days in the current month] x [last day of the month – the current day of the month]. After your initial prorated billing, you will be billed for the upgraded plan’s price until the Renewal Date. Further, your upgraded plan will automatically extend your Renewal Date by at least 12 months, or the number of years you have chosen when you chose to upgrade your plan.
- 16.2 One-Time Services
You may wish to add one-time services which do not occur monthly. You will pay for these one-time services at the time of submitting your Purchase Order or Online Service Request, in advance of the service being performed. You will allow sufficient time for these services to be performed. If the service must be expedited you must contact Eternal Experts at sales@EternalExperts.com to request rush order pricing and to determine if we can fulfill your service request in the time frame you specify. Otherwise, Eternal Experts will fulfill your One-Time Service Request in the order in which it was received without disruption to the Eternal Experts’ business.
- 16.3 Subscription Add-On Services
From time to time we may offer Subscription Add-on Services that you can amend to your current subscription(s). You may at any time decide to amend an Add-On Service to your plan, at which point you will be billed a prorated amount for the Add-On Service. The prorated formula to be applied is [Add-On Service’s Monthly Rate / total number of days in the current month] x [last day of the month – the current day of the month]. After your initial prorated billing, you will be billed for the Add-On Service price in addition to the initial monthly rate for the remaining duration of your Subscription and will be continued at renewal. Add-On Services that do specify a certain duration will be billed for that duration and do not alter your Renewal Date; however, all Add-On Services which do not specify a duration will extend your Renewal Date 12 months from the date the Add-On was amended. In the event the Subscriber is enrolled in a multi-year subscription and there are more than 12 months of the subscription remaining, an Add-On service will not affect the Subscription’s Renewal Date.
- 16.4 Plan Downgrades
You may choose to downgrade your plan to a lower tiered offering by giving Eternal Experts 30 Days written notice of your wish to downgrade. The 30 days written notice must be at least 30 days prior to your Renewal Date. Eternal Experts will honor this request and make the downgrade effective on your Renewal Date. Under no circumstances can the Subscriber downgrade a plan to a lower tiered offering at any time prior to a Renewal Date.
- 16.5 Renewals
Your subscription terms automatically renew for an additional period of twelve months, or the period of time which you originally subscribed to, whichever is greater, without the Subscriber’s authorization and without advanced notice given by Eternal Experts. Your acceptance of this MSA is your irrevocable authorization for Eternal Experts to renew your subscription automatically unless you notify us at least 80 days prior to the expiration of the service that you wish to not renew. The price of the renewed service will be the cost that is advertised by Eternal Experts on its website on your renewal date. Eternal Experts may at its sole discretion renew your subscription at the existing monthly rate of the subscription as a courtesy however is not obligated to do so. Eternal Experts may at its sole discretion decide to not renew your subscription or to terminate the Services at any time without reason or advanced notice.
- COUPON CODES, PROMOS, SPECIAL OFFERS
From time to time we may offer special coupons or promotions to you or other parties; however, we reserve the right to honor and we reserve the right to refuse any applied discounts or coupons at any time without reason.
- REFUNDS AND RETURNS
- 18.1 Refund Policy
There are no refunds on any of our services, packages, subscriptions, plans, add-ons, promos, content, or any other product or services provided by Eternal Experts or its partners, affiliates, or third-party services.
- 18.2 Return Policy
We do not accept or provide returns for any of our services, packages, subscriptions, plans, add-ons, promos, content, or any other product or service provided by Eternal Experts or its partners, affiliates, or third-party services. No returns.
- Affiliate Marketing Program
By acceptance of this MSA you are entered into our Affiliate Marketing Program which gives you the opportunity to earn $200 per enrollment of any new business. Participation is optional and at the Subscriber’s sole discretion. To participate, you may disclose our offerings and website link along to interested businesses and provide them with your affiliate ID. When they enroll, they will type your affiliate ID into the Affiliate ID box during enrollment. To earn a commission, the new business must make on-time payments for a minimum of 12 months. Affiliate Commissions will be mailed by check, deposited by Automated Clearing House, or credited to your current subscription at the sole discretion of Eternal Experts. We may also provide you with an affiliate link which you can post to forums, blogs, social media accounts, and other websites.
- Website Recovery
We advise against the installation of any third-party applications or “plug-ins” onto the website as this can result in the failure of your website and an irrecoverable loss of data and a security breach which Eternal Experts is not responsible for. If Eternal Experts is elected by the Subscriber to recover their website under the Accelerator or Skyrocket plan’s included Account Recovery for Viruses service, and it is determined upon recovery that prior to the loss of the website the Subscriber had installed any third party application or “plug-in,” the Subscriber will be charged a $500 (five hundred dollars) website recovery fee regardless of whether or not all data or contents could be recovered or restored due immediately upon the recovery attempt.
- PAYMENT TERMS
- 21.1 AGREEMENT TO PAY FOR SERVICES
Subscriber agrees to pay all charges as mentioned in their Purchase Order in US Dollars. All charges are due on the due date specified on the invoice or as specified during checkout. You grant Eternal Experts the authority to automatically debit all charges from your designated account, credit or debit card, or payment method through Automated Clearing House or merchant card processing.
- 21.2 Delinquency
Subscriber agrees to pay interest on any unpaid balances after 15 days from the due date at the compounded rate of 1.5% per month (annual percentage rate of 18%) or the maximum legal rate, whichever is greater, calculated from the due date. In addition to late fees, the Subscriber is liable for the costs of collections, reasonable attorney fees, and all expenses related to the collection of the unpaid invoice(s).
- 21.3 Taxes
We do not collect sales and use taxes for any of the services we provide. However, this does not relieve the Subscriber of paying taxes to their respective tax authorities in the event that they are tax liable for the purchase of these services. Eternal Experts does not offer any tax advice. If you or a third-party determine that you owe taxes as a result of the use of our services or this MSA, then you or the third party must determine the best solution. Eternal Experts will not be liable for the Subscriber’s tax liability. If at any time we become obligated to collect sales and use taxes from the Subscriber, the Subscriber irrevocably authorizes Eternal Experts to collect those taxes through their standard payment method or account on the invoice’s due date unless the Subscriber provides a valid tax exemption certificate. Furthermore, if you receive any revenues from the use of our services, it is the Subscriber’s sole responsibility to determine if those revenues are taxable and pay the appropriate taxes to the appropriate parties. Eternal Experts does not withhold taxes from any revenues generated through the use of our Services.
- Independent Contractor
Eternal Experts and its personnel, owners, partners, affiliates, or associates are to be engaged solely as independent contractors. Nothing contained in this Agreement will be construed to create the relationship of employer and employee.
Either Party may terminate this Agreement for cause by providing the other Party written notice if the other Party: (i) is in material breach of this Agreement and has failed to cure such breach within five (30) calendar days after its receipt of written notice of such breach provided by the non-breaching Party; (ii) engages in any unlawful business practice related to that Party’s performance under the Agreement; or (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party appointed for its property. Upon termination of this Agreement, the Subscriber must pay all of its obligations all the way to the Renewal Date of the Service Terms due immediately. Provided that the Subscriber has made payment in full in accordance with the provisions of this MSA, Eternal Experts will provide the Subscriber 30 days to receive or otherwise download a copy of the following (website, applications, account usernames and passwords, custom assets and reports, account numbers associated with third-party accounts). If the Subscriber does not download or cooperate with receiving the custom information or services, all services that were performed will be deleted irrecoverably. Some personally identifiable information and content may need to be maintained by Eternal Experts for a retention period as required by law such as for tax purposes.
- WARRANTY DISCLAIMER, INDEMNIFICATION, LIMITATION OF LIABILITIES
The Subscriber’s use of the Services is at the Subscriber’s sole risk. The Services are provided “as is” and “as available.” THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. ETERNAL EXPERTS MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Eternal Experts will not be liable for damages, direct or consequential, resulting from your use of the services, and you agree to defend, indemnify and hold ETERNAL EXPERTS harmless from any claims, losses, liability, costs and expenses (including but not limited to attorney’s fees) arising from your violation of the Services Provided by Eternal Experts or any third-party. Eternal Experts disclaims any legal liability related to the accuracy or completeness of any information provided to you. The Services we provide are not a substitute for legal advice and no attorney-client relationship is created. Eternal Experts does not make any promises about the services and does not in any way promise that the service will provide any certain outcome. Eternal Experts does not warrant or guarantee that the Services will produce any particular result to satisfy the Subscriber’s particular needs. Eternal Experts DOES NOT PROVIDE ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
Subscriber hereby waives and releases Eternal Experts, its parent, subsidiaries, affiliates, employees, directors, officers, and agents from any and all possible claims, demands, suits and causes of action for incidental and consequential damages, including but not limited to, lost profits, business interruption or similar claims or damages it may have arising out of or relating to Eternal Experts’ performance or alleged breach of this Agreement. TO THE FULLEST EXTENT PERMISSABLE BY LAW, YOU EXPRESSLY AND INDEFINITELY HOLD HARMLESS AND WAIVE ANY AND ALL RIGHTS TO ANY FINANCIAL CLAIMS AGAINST ETERNAL EXPERTS, ITS STAFF, ITS OWNERS, PARTNERS, ASSOCIATES, AFFILIATES, AND THIRD-PARTIES AND YOU ALSO CONFIRM AND AGREE THAT ETERNAL EXPERTS, ITS STAFF, ITS OWNERS, PARTNERS, ASSOCIATES, AFFILIATES AND ASSOCIATED THIRD-PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, FOR ANY REASON, WHETHER TANGIBLE OR INTANGIBLE, THAT ARISED FROM YOUR USE OF THE SERVICES, YOUR USERS OR YOUR ADMINSTRATORS USE OF THE SERVICES, THIS MSA, YOUR PURCHASE ORDER(S), TO BE HELD IN FULL FORCE AND EFFECT IN ALL CIRCUMSTANCES AND ALL SCOPES OF LIABILITY INCLUDING BUT NOT LIMITED TO TORT, WARRANTY, CONTRACT, AND NEGLIGENCE. FURTHERMORE, TO THE FULLEST EXTENT PERMISSABLE BY LAW, YOU EXPRESSLY AND INDEFINITELY HOLD HARMLESS AND WAIVE ANY AND ALL RIGHTS TO ANY FINANCIAL CLAIMS AGAINST ETERNAL EXPERTS, ITS STAFF, ITS OWNERS, PARTNERS, ASSOCIATES, AFFILIATES, AND ASSOCIATED THIRD-PARTIES FOR LOSSES OR EXPENSES INCURRED AS A RESULT OF YOUR OWN USE OR YOUR USERS OR YOUR ADMINISTRATORS USE OF THE SERVICES OF ANY THIRD PARTY SERVICES.
- DISPUTE RESOLUTIONS:
- 25.1 ARBITRATION
The Subscriber agrees that it is mandatory for arbitration to occur in the State of New Jersey, as opposed to a courthouse or trial by jury. The arbitrator must follow this Agreement exactly as a court would. The arbitrator will decide a full remedy if any, and the arbitrator’s decision and award if any is binding and final.
- 25.2 WAIVED RIGHTS
The Subscriber and Eternal Experts both waive any rights whether constitutional or statutory to have a trial by jury or sue in court. The Subscriber understands that a court has a limited ability to review arbitration awards.
- 25.3 INDIVIDUALIZED RELIEF
ALL CLAIMS MUST BE ARBITRATED INDIVIDUALLY AND NOT COLLECTIVELY. SUBSCRIBER WAIVES THEIR RIGHT TO RECEIVE NON-INDIVIDUALIZED RELIEF SUCH AS IN A CLASS ACTION LAWSUIT AND CONFIRMS THAT THEIR ONLY FORM OF RELIEF IS THROUGH ARBITRATION ON AN INDIVIDUAL BASIS. THE SUBSCRIBER CAN NOT CONSOLIDATE THEIR CLAIMS WITH THE CLAIMS OF ANY OTHER CUSTOMER.
- 25.4 STATUTE OF LIMITATIONS
ALL CLAIMS ARISING OUT OF THIS MSA, OR ANY PURCHASE ORDER ARE LIMITED TO 120 (ONE HUNDRED TWENTY) DAYS TO SEEK RESOLUTION. IF FOR ANY REASON A CLAIM IS BROUGHT FORTH UPON ANY ARBITRATOR OR COURT AFTER 90 DAYS FROM THE DATE UPON WHICH ANY CLAIMABLE ACTION HAS BEEN MADE, THE CLAIM WILL BE DISMISSED WHOLLY AND IN ITS ENTIRETY AND THE PARTY WHO MADE THE CLAIM MUST PAY THE OTHER PARTY ANY AND ALL APPLICABLE ATTORNEY FEES AND EXPENSES OCCURRED AS A RESULT OF THE CLAIM.
- 25.5 SEVERABILITY OF DISPUTE RESOLUTIONS
IF ANY PART OR PARTS OF THE DISPUTE RESOLUTIONS SECTION IS NOT ENFORCABLE BY LAW, THEN THE SPECIFIC PART WILL BE SEVERED FROM THE AGREEMENT AND THE REMAINING CLAUSES WILL BE IN FULL FORCE AND EFFECT.
The provisions of this Agreement which will survive termination of this Agreement if by nature they should survive, and also including the following provisions without limitations: 7, 8, 9.3, 9.4, 10, 11.1, 11.2, 13.1, 13.2, 14.1, 14.2, 15, 18.1, 18.2, 21.1, 21.2, 21.3, 22, 24, 25.1, 25.2, 25.3, 25.4, 25.5, 26, 27, 28, 29, 30, 31, 32, and 33.
- Entire Agreement
This Agreement sets forth the entire Agreement of the parties hereto in respect of the subject matter contained herein and supersedes and overrides any and all other prior Agreements, promises, discussions, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto. This Agreement incorporates all related purchase orders and subscription services. No Agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. If any one or more of the provisions contained in this Agreement is held to be excessively broad as to duration, scope, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.
All Titles and Headings are for convenience purposes only and do not have any effect on the enforceability of the terms and provisions of this MSA.
We may modify the MSA from time to time. You will receive a notification by e-mail when such modification is in effect. By your continued use of the services, you agree to any and all modifications made to this MSA. If you do not agree you may discontinue use of the Services however the Subscriber’s account will be due in full in its entirety including but not limited to all charges due for all forfeited services extending to the Renewal Date.
- Governing Law; Interpretation
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New Jersey.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
The Subscriber may not assign this Agreement without written approval by an officer of Eternal Experts. Eternal Experts may assign this Agreement and all other integrated Agreements such as purchase order(s) in the transfer or sale of the business to another individual or entity.