Last Modified: June 2, 2022
LOGISTIXAI.COM is a venue (the “Site”) for you (“Provider “) to offer your services (“Service(s)”) to individuals and/or entities who wish to buy services (“Buyers”) and for Buyers to route requests for services (“Service Orders”) to Provider. Additionally, your participation in LOGISTIXAI provides you the opportunity to market your Services to Buyers who create a Service Order on the Site. LOGISTIXAI allows you to monitor Service Orders, communicate with Buyers, accept Service Orders and counter offer a Service Order (via the conditional acceptance functionality) through a variety of technologies. LOGISTIX.AI also provides you with the ability to receive funds in a virtual account; subject to the terms of the payment system. As part of the Services, LOGISTIXAI may offer you additional products and/or services from time to time.
In consideration of ETTEO granting Provider access to its Platform and the information contained therein, and in order to use the Platform, Provider must read and accept all of the terms and conditions in, and linked to, this Agreement. It is the Provider’s responsibility to review this Agreement on a regular basis to keep itself informed of any modifications. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE PROVIDER ACKNOWLEDGES IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF PROVIDER HAD SIGNED THIS AGREEMENT. If Provider does not unconditionally agree to accept and be bound by this Agreement, it must immediately stop using the Platform. ETTEO’s acceptance is expressly conditioned upon Provider’s assent to this Agreement in its entirety and ETTEO may suspend, restrict or terminate the Provider’s use of the Platform or any portion thereof, with or without notice, if the provider breaches or fails to comply with any of the terms and conditions of this Agreement. If Provider has any questions about this Agreement, please contact ETTEO immediately at [email protected]
In addition to and without limiting the foregoing, by using the Platform, Provider represent and warrant that: (i) if an individual, Provider is at least 18 years old, are at least of the legally required age in the jurisdiction in which Provider resides, and is otherwise capable of entering into binding contracts; and (ii) Provider has the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement and will so abide. Where Provider is a company or other organization, or enters into this Agreement on behalf of a company or other organization, Provider represent and warrant that it has the authority to act on behalf of that entity and to bind that entity to this Agreement.
Provider is solely responsible for Provider and Provider’s personnel’s interactions with Buyers and the acceptance or rejection of any Service Orders. Provider agrees that (i) ETTEO is not obligated to screen (and may not screen) Buyers; (ii) ETTEO does not inquire into the backgrounds of Buyers; (iii) ETTEO does not undertake to verify statements and documents (e.g., insured or licensed status); and (iv) ETTEO is not responsible for the Provider or Buyer generated content on the Platform. ETTEO makes no representations, warranties or covenants as to: (a) the conduct of Buyers or b) the number of Service Orders (if any) that Provider may be offered via the Platform. In no event will ETTEO be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, punitive, consequential, and/or incidental (including bodily injury, emotional distress and/or any other damage), arising out of or relating in any way to: (x) the conduct of, or communication with, any Buyer or other third party; (y) the use of the Platform, and (z) Service Orders transmitted by and/or accepted through the Platform.
Provider represents and warrants that it is actively engaged in an established business of providing Services to customers (including, but not limited to appliance installation and repair services) other than Buyers identified or obtained via the Platform. Provider expressly understands and agrees that it is not required or expected to work exclusively for ETTEO and it does not have an exclusive relationship with ETTEO. The parties specifically agree that no franchise or fiduciary relationship is created by this Agreement and the parties specifically disclaim any such relationship between them. Provider represents and warrants that Provider shall not claim, either while Provider is providing services through the Platform or after its relationship with ETTEO ends, that Provider is or was an ETTEO franchisee, partner or employee. Provider expressly understands and agrees that it and ETTEO are acting exclusively as independent contractors. Provider its personnel are not, and are not to be treated as, employees of ETTEO or any of its affiliates or parents for any purpose.
Provider shall ensure that in performing its obligations with respect to this Agreement, Provider complies with all laws, including, but not limited, to any and all applicable licensing, permitting, construction, home improvement, environmental, consumer privacy, data security, and data breach, unemployment compensation laws, workers compensation laws, the Internal Revenue Code, the Fair Labor Standards Act, the Immigration Reform and Control Act, federal and state anti- discrimination laws, state labor codes and employment laws, the Occupational Safety and Health Act, the National Labor Relations Act, the Family and Medical Leave Act, and the Employee Retirement and Security Act. You agree to hold harmless and indemnify ETTEO for any and all liability arising from a violation of any such laws, statutes, ordinances and/or regulations.
Provider is required to maintain insurance in such amounts as required by law and at such levels, if any, as may be required by ETTEO from time to time. Provider represents, warrants and covenants that it has valid insurance in the required amounts and that it will remain valid and enforce throughout your participation under this Agreement or use of the Platform. Provider may have the option to upload its insurance certificates to the Platform (which information may, in whole or in part, be viewable by Buyers) and agrees that in so doing all information contained therein will be accurate and up to date. Further, as a condition to using the Platform, you will, upon a Buyer’s request, provide a copy of all current insurance certificates or other proof of insurance held by you to each Buyer whose Service Order you accept. In addition, if insurance you are required to have lapses, you and your personnel will immediately cease performing Service Orders until such time as your insurance is enforce. ETTEO is not responsible for confirming the validity and enforceability of your insurance. Any breach of the foregoing representation, warranty and covenant will constitute a breach of this Agreement and ETTEO will have the right to immediately terminate your and your personnel’s use of the Platform. You will be liable for any amounts not covered by insurance.
Provider represents, warrants and covenants that Provider (and Provider personnel) are duly licensed to perform Provider’s obligations hereunder where a license is required and will also perform in accordance with established trade practices and all applicable laws, rules, regulations, ordinances and other lawful requirements. Provider will at Provider’s expense, obtain all applicable licenses and permits which may be required under federal, state or local law, ordinance, rule or regulation by virtue of an act performed by Provider or Provider personnel in connection with Service Orders. Further, as a condition to using the Platform, Provider will, upon request, provide a copy of all current licenses held by Provider and Provider personnel to ETTEO and to any Buyers from whom Provider accepts a Service Order. In addition, if Provider or Provider personnel learn that it does not have the required licenses or permits, it will immediately cease performing the Service Orders until such time as it has acquire the necessary licenses and permits.
Provider shall be fully responsible and liable to ETTEO for the acts and omissions of any Provider personnel. As a means of ensuring the safety of Buyers, before Providers and their personnel enter a Buyer’s home, Provider agrees to screen its personnel by conducting a lawful background check upon personnel who will be entering a Buyer’s home. The check must include, at a minimum: (a) a nationwide criminal history database search with county level follow-up searches for any records found; (b) a county level criminal history search for each count of personnel’s residence for the last seven (7) years; and (c) a statewide sex offender registry search as allowed by law. The background check must be performed by a screener accredited by the National Association of Professional Background Screeners. Provider agrees to evaluate every background check on an individual basis in accordance with the law. To the fullest extent permitted by law, and in accordance with any regulations or administrative guidance, Provider shall not authorize or permit any personnel to enter a Buyer’s premises who has, within the past seven (7) years been convicted of (or released from incarceration for) a felony involving violence, theft, fraud, or who is currently on a sex offender registry. Provider accepts responsibility and liability for compliance with all laws related to the conduct of background checks. Further, ETTEO reserves the right to run a background check in compliance with this provision on any Provider before Provider enters a Buyer’s premises. Provider acknowledges that ETTEO will have no liability for such background checks, regardless of whether ETTEO selects the background check provider and/or pays for the background checks. Further, you acknowledge that every background check process has limitations and Provider agree that ETTEO will have no liability for excluding Provider or any Provider personnel from the Platform based upon the results of a background check (even if such results are incorrect).
ETTEO may permit Provider to submit, upload, publish or otherwise make available through the Platform textual, audio, and/or visual content and information (“Provider Content”). Any Provider Content remains Provider property. However, by providing Provider Content, you grant ETTEO a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Provider Content in all formats and distribution channels now known or hereafter devised (including on third-party sites), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. Provider acknowledges and agrees that it will not access, reproduce, duplicate, copy, sell, re-sell, or otherwise exploit any of the ETTEO or third party content on the Platform including, without limitation, any profiles of Buyers for any purpose without the express written consent of ETTEO.
Provider represents and warrants that: (i) it either is the sole and exclusive owner of all Provider Content or it has all rights, licenses, consents and releases necessary to grant ETTEO the license to the Provider Content as set forth above; and (ii) neither the Provider Content, nor any Provider submission, uploading, publishing or otherwise making available of such Provider Content, nor ETTEO’s use of the Provider Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide Provider Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by ETTEO in its sole discretion, whether or not such material may be protected by law. ETTEO may, but shall not be obligated to, review, monitor, or remove Provider Content, at ETTEO’s sole discretion and at any time and for any reason, without notice to Provider. Without limiting the foregoing, Provider hereby represents and warrants that all information provided by the Provider or on Provider’s behalf is true, complete and accurate in all respects and ETTEO is authorized by the Provider to rely upon the truthfulness, completeness and accuracy of Provider Content.
The Platform may include a rating system for Buyers and Providers which may allow each to rate, on a variety of factors, each other. All ratings submitted will be deemed ETTEO content. In addition, ETTEO may, without limitation collect information including: (i) information on the Buyer and Buyer’s use of the Platform; (ii) information about the Provider and Provider’s use of the Platform (including number of Service Orders accepted, number of Service Orders cancelled/rejected, etc.); and (iii) information about the nature and type of materials used or provided in conjunction with a Service Order. ETTEO may combine such information, at ETTEO’s sole discretion and in any manner that ETTEO desires, into a variety of reports and may distribute such reports, or any part or portions of the content thereof, to anyone or use any such content for any business purposes ETTEO desires. Distribution of these reports or the portions or content thereof may include the sale, publication or distribution thereof by ETTEO to any third party. ETTEO’s use of any such information may include, without limitation, the sale or licensing of the information and display of such information to other users of the Platform.
All Buyers’ names, Buyer customers names and other leads and prospects (collectively, “Buyer Leads”) resulting from the use of the Platform belong to ETTEO. Provider acknowledges and agrees that it will be deemed a material breach of this Agreement for Provider (and your personnel or anyone else acting at Provider’s direction) to market to (or otherwise solicit) Buyer Leads to offer to Buyer Leads any product or service independently of the Platform or to otherwise circumvent the Platform (and if you or your personnel do any of the foregoing, then you forfeit all rights to payment under Service Orders, in addition to ETTEO’s other remedies). In addition, Provider and Provider personnel will not leave with any Buyer Leads any brochure, coupon, magnet, business card or any other form of advertisement. Provider agrees as a condition of Provider’s access to and use of the Platform that Provider and Provider personnel will not create a similar website or otherwise create a business model that competes, in any substantial way, with ETTEO or the Platform during the period that Provider is using the Platform and for a period of three (3) years thereafter.
Unless otherwise approved by ETTEO in advance and in writing, all payments related to Service Orders must be made through the ETTEO authorized payment system (“Payment System”). Use of the Payment System is subject to the following separate terms and conditions. In the event that a Buyer fails to pay Provider for work contracted for through the Platform, ETTEO has no obligation to pay Provider, but may do so on behalf of its affiliates and certain commercial Buyers for whom ETTEO has separately agreed in writing to provide such Service. Provider agrees that ETTEO’s monetary obligations to Provider, if any, under this Agreement will at all times be net of Provider’s monetary obligations to ETTEO no matter how arising and, accordingly, Provider authorizes ETTEO to deduct any amounts Provider owes ETTEO. No payment will be made to Provider if the Buyer does not click the “Approve to Pay” (or similar) button. The Buyer may elect to dispute all or a portion of the agreed upon charges under a Service Order. ETTEO does not control such decisions by Buyer and ETTEO cannot compel payment by the Buyer.
Even if Provider is invoicing, collecting or otherwise processing payments via the Payment System, Provider is responsible for assessing for each Service provided, and then reporting and paying to the applicable taxing authority, any taxes related to such Services. The charges in each Service Order will (as between a Buyer and Provider), be deemed to include all taxes on such Services, and if such amounts are insufficient to pay such taxes, Provider will reduce the charges Provider is owed until the total charges (services fees and taxes) equal the Service Order spend amount. ETTEO is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. Further, you are responsible for paying all fees associated with using the Platform and all applicable taxes, if any, associated therewith. Provider shall keep and maintain complete and accurate books and records regarding the Services provided hereunder at Provider’s principal place of business for a period of three (3) years or any longer period required by law following the completion of all Services under this Agreement. Provider shall keep and make available for inspection, examination and audit by ETTEO, its employees, agents or representatives, all records maintained by Provider in connection with the furnishing of the Services hereunder.
Provider authorizes ETTEO to provide to Buyers with whom you contract your W9 and other firm information for the purposes of producing tax reporting statements. Provider also assume full responsibility for all contributions, taxes and assessments on all payrolls, or payments otherwise required under applicable federal, state and local laws (including withholding from wages of your personnel where required). If Provider is not required to operate under any applicable unemployment compensation law, but is permitted to do so, Provider will duly elect to be governed by and operate under such law. Provider further agree to comply with any other federal or state law or regulation regarding compensation, hours of work, or other conditions of employment including federal or state laws or regulations regarding minimum compensation, overtime and equal opportunities for employment.
This Agreement and permission to use the Platform will become effective as described above and will continue until terminated by Provider or ETTEO. ETTEO or Provider may terminate this Agreement at any time upon notice to the other party (if this Agreement is terminated, so are Provider and Provider personnel’s right to use the Platform). ETTEO also reserves the right to suspend and/or terminate Provider and Provider personnel’s use of or access to the Platform at any time, with or without cause, without prior notice, and without further liability or penalty to ETTEO. ETTEO reserves the right, at is sole discretion, to terminate all open Service Orders or any other business or communications that you may be conducting or engaged in via the Platform, in the event ETTEO suspends or terminates you.
Provider’s liability for Service Orders that have been accepted, survives suspension or termination of this Agreement and Provider’s right to use the Platform. In such event, (i) Provider’s access to the Platform will continue for a period necessary to complete any open Service Order(s) (and this Agreement shall continue to apply to such Service Orders and Provider’s use of the Platform); (ii) Provider will still be obligated to pay all charges arising from Provider’s access or use of the Platform, (iii) Provider will not accept any additional Service Orders and (iv) Provider will be deemed to have cancelled any open Service Orders unless otherwise directed by ETTEO, in its sole discretion not to do so; in which case, Provider will complete those Service Orders as directed by ETTEO to complete and this Agreement shall continue to apply to such Service Orders, and Provider’s use of the Platform.
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” ETTEO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, ETTEO MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE PLATFORM OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE PLATFORM, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. ETTEO DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. PROVIDER AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PLATFORM, AND ANY SERVICE OR GOOD REQUESTED, PROVIDED, OR ACCESSED THROUGH OR IN CONNECTION THEREWITH, REMAINS SOLELY WITH PROVIDER, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
ETTEO SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF ETTEO, EVEN IF ETTEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ETTEO SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE PLATFORM OR YOUR INABILITY TO ACCESS OR USE THE PLATFORM; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF ETTEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ETTEO SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. TO THE EXTENT ETTEO IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE PLATFORM, ETTEO’S ENTIRE LIABILITY FOR DAMAGES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ETTEO’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON ETTEO’S CHOICE OF LAW PROVISION SET FORTH BELOW.
Provider hereby agrees to indemnify, defend, and hold harmless ETTEO, its directors, officers, parents, subsidiaries, affiliates, members, employees, agents, attorneys, independent contractors and vendors from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys’ fees and costs incurred), in connection with or resulting from, directly or indirectly: (i) Providers use or misuse of or inability to use the Platform; (ii) Provider’s violation of this Agreement, (iii) Provider’s violation of any applicable law or regulation; (iv) Provider’s violation of the rights of another (including but not limited to Customers or Personnel), and (v) Provider’s Content and any other content that Provider submits or transmits through the Platform. ETTEO reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to Provider’s indemnification. Provider will not, in any event, settle any such claim or matter without the prior written consent of ETTEO.
To expedite the resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between Provider and ETTEO, including without limitation any dispute or claim related to or arising out of this Agreement (“Dispute”), Provider and ETTEO may attempt to negotiate any Dispute informally (the “Informal Negotiations”) before initiating any arbitration or court proceeding. Such Informal Negotiations will commence upon written notice. Provider’s address for any notices under this section is your email address and/or physical address that you have provided to ETTEO. ETTEO’s address for such notices is: [email protected] and/or by mail to ETTEO, Attn: Legal, (address).
If a Dispute is not resolved through Informal Negotiations, Provider and ETTEO agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration (“Arbitration Agreement”). This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website (www.adr.org). Each party’s arbitration fees and share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the “Class Action Waiver” described in below.
Provider and ETTEO agree that the following Disputes are excluded from this Arbitration Agreement: (1) any Dispute seeking to enforce or protect, or concerning the validity of, any of Provider or ETTEO intellectual property rights; (2) individual claims in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Arbitration Agreement may be rendered ineffectual.
Provider expressly agrees to bring any Dispute in arbitration on an individual basis only, and not as a class or collective action. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.
A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator’s decision/award.
Provider and ETTEO agree that if any portion of this section entitled “Mutual Arbitration Agreement” is found illegal or unenforceable, that portion will be severed and the remainder of this section will be given full force and effect.
Except for the Arbitration Agreement, which is governed by the Federal Arbitration Act and except as may be prohibited by the law of the State in which Provider is incorporated, this Agreement is governed and interpreted pursuant to the laws of the State of Georgia, United States of America, notwithstanding any principles of conflicts of law. For all Disputes not subject to arbitration, Provider agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the county of Fulton, Georgia and waives any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that ETTEO may elect, in its sole discretion, to litigate the action in the county or state where any breach by the Provider occurred or where the Provider can be found.
Without limiting any of the foregoing rights or remedies, in the event Provider breaches this Agreement or otherwise fail to perform Provider’s responsibilities in regards to a Service Order, then ETTEO will have the right, but not the obligation to: (i) remedy such default utilizing such persons or firms and such equipment and materials as may be necessary for that purpose, and Provider will pay ETTEO all costs it incurs together with interest on the same from the date any such expense was paid by ETTEO until reimbursed by Provider at the maximum rate allowed by law; (ii) recover from Provider the amount of any loss or damage, whether liquidated or unliquidated, suffered or incurred as a result of such default, including reasonable attorneys’ fees and costs, penalties, increased costs and loss of profits. The foregoing remedies for default will be considered distinct, separate and cumulative and will be in addition to any other right or remedy given elsewhere in this Agreement to ETTEO or now or hereinafter existing at law or in equity, including any right to the recovery of reasonable attorneys’ fees and costs. Provider agrees that ETTEO shall be entitled to payment from the Provider for any and all out-of-pocket costs, including, without limitation, attorneys’ fees, incurred by ETTEO in connection with enforcing the terms and conditions and this Agreement or otherwise.
There are no third party beneficiaries to this Agreement and Provider personnel will have no rights hereunder independent of Provider’s rights. Provider may enforce this Agreement only on behalf of itself. This Agreement supersedes all prior written and unwritten agreements and understandings between the parties with respect to the subject matter described herein. This Agreement together with the other terms constitutes the entire agreement between ETTEO and Provider with respect to the subject matter herein. No representative of either party has or will have authority to make any oral modification to this Agreement. Provider may not assign this Agreement or its rights or obligations hereunder without the prior written consent of ETTEO. ETTEO may assign or transfer its interest in this Agreement or any Service Orders without your consent or other limitation.
If any provision of this Agreement is held to be contrary to any law to which it is subject, such provision will be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement. No waiver of any provision of this Agreement or breach thereof will be implied by failure to enforce any rights or remedy herein provided, and no express waiver will affect any provision or breach other than that to which the waiver is applicable and only for that occurrence.
Provider agrees that ETTEO may send all notices to Provider and Provider personnel in electronic form to the email address Provider submits during registration and that such notices will have the same effect as written notices personally served on Provider. Further, Provider agrees on behalf of Provider and Provider personnel that ETTEO may send Provider and Provider personnel messages to the mobile phone numbers Provider or personnel submit through the Platform. Due to the inherent nature of the Internet and electronic communication transactions, Provider agrees that ETTEO is not responsible for the accuracy of all transmissions to or from the Platform or for any interception by unauthorized third parties of such communications. ETTEO may monitor the IP addresses Provider uses to access the Platform.
ETTEO may modify or restate the terms and conditions of this Agreement and such modification(s) will be effective immediately upon being posted on the Platform. ETTEO will make note of the date of the last update to the Agreement on the first page of this Agreement. Provider is responsible for reviewing these terms and conditions regularly. The Provider’s continued use of the Platform after such modifications will be deemed to be the Provider’s conclusive acceptance of all modifications to this Agreement.
The person agreeing to this Agreement and the terms and conditions on behalf of the Provider hereby represents and warrants that he/she has the power and authority to bind the Provider and that this Agreement and the terms and conditions constitutes a valid and binding agreement of the Provider.
IF PROVIDER DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROVIDER MUST NOT USE THE PLATFORM. BY USING THE PLATFORM, PROVIDER ACKNOWLEDGE THAT PROVIDER HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.