READ CAREFULLY:THRIVENSOFT LLC. HEREINAFTER (“Thrivensoft”) WILL PROVIDE SOFTWARE DEVELOPMENT SERVICES TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT (“AGREEMENT”).
BY CLICKING ON THE “I AGREE” BUTTON ON THE “YOUR PROJECT” PAGE OR BY PAYING FOR, THE SERVICE, OR USING ALL OR ANY PORTION OF OUR PROJECT SOFTWARE ON THE WEBSITE YOU AGREE TO ENTER INTO THIS AGREEMENT. A CONTRACT IS THEN FORMED BETWEEN Thrivensoft AND EITHER YOU PERSONALLY, OR THE ENTITY HEREINAFTER REFERRED TO AS “End-User” OR ANY OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE SUBSCRIPTION AND SERVICES
IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT: DO NOT ACCESS THE THRIVENSOFT.COM WEBSITE AND DO NOT USE ANY SERVICES.
(the “Agreement”) is entered into by and between (“End-User”), and Thrivensoft LLC. (“Thrivensoft”) a Delaware Corporation located at P.O. Box 4561, Wilmington, DE 19807.
the Effective date is Date recorded in the database when the I agree Button was clicked by the End User
WHEREAS,Thrivensoft wishes to provide Software Development Services to End-User for End-User’s business;
WHEREAS,, End-User wishes to obtain the same services from Thrivensoft;
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Parties agree to the following terms and conditions:
SECTION 1. DEFINITIONS:
"End-User"is the person, persons, or corporate entity that this contract is created with and can be interchanged synonymously with “user”, “you” , “your” and “company”
"Project"means, collectively, any software module, component, routine or source code developed by Thrivensoft hereunder.
"Element"means a smaller part of the project. An element could be a database or a single page of a website. elements collectively make up the whole project.
"Front End"means the pages or views of the Project visible to the general public or views of pages of the Project visible to the human eye while engaging with the Project as a user.
"Back End"means the part of the Project that handles the logic and calculations, stores and retrieves data and processes requests.
"Your Users"are the persons who will interact with the End-Users Website or project front end.
"Source Code" means a text listing of commands to be compiled or assembled into an executable computer program.
"Company Source Code"any source code language that resides in the Back End.
"End-User Source Code"any source code written in the HTML language, or Javascript Language that resides in the Front End.
"Development Tool" integrated development environments, software development kits, application programming interfaces.
"3rd Party Library"means, any software application or service developed by any third party and incorporated into an Application Software.
"Pushed Changes"means. The project has been published with any new changes either by design or request.
"Scope of work"means. The document that describes the development work to be completed in its entirety for the project or element . There is no other work that can be performed that is not specifically detailed in writing in this document.
"Change Order"means. The document that describes requested changes that the End-User would like to make to a project or element after the initial scope of work is agreed upon. This document will detail additions or subtractions or any changes to the current project.
SECTION 2.THRIVENSOFT DUTIES.
2.1 Thrivensoft will provide an ongoing online project management interface where End-User can login to their account at the Thrivensoft website and can interact with the development process by approving projects, approving elements, and creating change orders.
2.2 Thrivensoft shall develop the artistic, technical design and the code for the project using its development tools and other third party resources when deemed necessary at the sole discretion of Thrivensoft.
SECTION 3.END-USER REPRESENTATIONSEnd-User warrants and represents that:
3.1 End User has the legal authority to bind such corporate entities to the terms and conditions contained in this Agreement, in which case, the terms "you", "your", "End-User" or "customer" shall refer to such corporate entities. If, after your electronic acceptance of this Agreement, Thrivensoft finds that you do not have the legal authority to bind such a corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Thrivensoft shall not be liable for any loss or damage resulting from Thrivensoft’s reliance on any instruction, notice, document or communication reasonably believed by Thrivensoft to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Thrivensoft reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
3.2 Thrivensoft has the right and authority to use any trademarked or copyrighted Copy that End-User submits to Thrivensoft for Use in the Website.
SECTION 4.END-USER’S ACKNOWLEDGMENTS.
4.1 End-User understands and acknowledges that Thrivensoft’s responsibility to continue Develop software for End-Users is contingent upon none of the following occurring:
4.2 End-User understands and acknowledges that Thrivensoft’s responsibility to continue Develop software for End-Users is contingent upon all of the following occurring:
Section 5.SCOPE OF WORK
5.1 The scope of work that describes this project in its entirety is located in the End-Users account, under “Development”, “List Projects”, “View Project”. The associated scope of work is considered attached hereto. There is no other development work that can be performed on the project that is not directly described in writing in the scope of work.
SECTION 6.CHANGES IN THE PROJECT
6.1 End-User may order changes in the project consistent with the provisions and conditions of the contract and within the general scope of this agreement consisting of additions, deletions or other revisions. Changes will be sent to Thrivensoft In the form of a change order. Change order will sufficiently describe in detail the changes desired by the End-User such that Thrivensoft can perform said changes satisfactorily. After changes have been made Thrivensoft will demonstrate the changed element over remote viewing software. After the End User Approves the change order in the End Ssers dashboard at the Thrivensoft.com site, Thrivensoft will publish the changed software to the project.
SECTION 7.THIRD PARTY LIBRARIES
7.1 In the development process Thrivensoft may have to purchase a software license for a third library or pay a monthly subscription fee to access third party libraries that may need to be included in the Project to accomplish end result or changes that the End-User may request. When a purchase or monthly subscription becomes necessary to accomplish those results Thrivensoft will pay for those licenses or subscriptions and charge the End-User the license fee plus a management fee as a monthly subscription for licensing in addition to any existing or non existing subscription.
SECTION 8.APPROVAL OF WORK
8.1 Each development Project has a Scope of work that includes the description of the project and descriptions of each element and the quoted price for developing the project as described in the attached scope of work. The project must be approved before we can begin development of any part of the project. End User must approve the project in their users dashboard at the Thrivensoft.com site.
After the Project approval we will develop the Elements as they are described in the Scope of work for each Element. Once we have finished each element, the element will be marked as “ready for approval” . We will show and demonstrate the element to the customer over a remote viewing software technology platform. Once the customer marks the element as approved we will publish that element to the clients project.
In the event that an Element is published to the End Users project before it is marked as approved, the element will be considered to be approved after the end user uses the element in a production environment for a period of 3 months. Then the Element will be automatically approved after the three month period has elapsed.
SECTION 9 INTELLECTUAL PROPERTY
9.1 Thrivensoft shall own exclusive rights (including all intellectual property and other proprietary rights) to any and all Company Source Code, End-User Source Code, End-User Submissions posted or sent to Thrivensoft for any purpose, and shall be entitled to the unrestricted use and dissemination of any End-User Submissions posted or sent to Thrivensoft for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
9.2 By posting, publishing, or sending End-User Content to Thrivensoft, this site or through the Services, you authorize Thrivensoft to use the intellectual property and other proprietary rights in and to End-Users Content to enable inclusion and use of the Content in the manner contemplated by this Site and this Agreement. You hereby grant Thrivensoft a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform End-Users Content in connection with this Site, the Services and Thrivensoft's (and Thrivensoft’s affiliates’) business(es), including without limitation for promoting and redistributing all or part of the Content in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also hereby grant each User of this Site a non-exclusive license to access End-Users Content through this Site or their site, or any software platform Thrivensoft develops, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform End-Users Content as permitted through the functionality of this Site or their site, or any software platform Thrivensoft develops and under this Agreement. The above licenses granted by you for all End-Users Content are perpetual and irrevocable.
SECTION 8.PAYMENT TERMS AND TERMINATION
8.1 End-User agrees to pay all amounts due for Invoices, Products, Services, Subscriptions and Fees. All amounts are non-refundable.
8.2 Thrivensoft reserves the right to change its prices and fees at any time, and such changes shall be sent to your email on record and does not require acceptance by the End-User. Changes become effective immediately without need for further notice to you.
8.3 End user Agrees to pay for Services by using a valid credit card. Your Payment Method on file must be kept valid even if you do not have any active Services in your Account. In addition, you agree that the location for the processing of your payments may change for any reason, including the type of Payment Method chosen, the currency selected, or changes or updates made to your Payment Method.
8.4 You agree that where refunds are issued to your Payment Method, Thrivensoft's issuance of a refund receipt is only confirmation that Thrivensoft has submitted your refund to the Payment Method charged at the time of the original sale, and that Thrivensoft has no control over when the refund will be applied towards your Payment Method’s available balance. You further acknowledge and agree that the payment provider and/or individual issuing bank associated with your Payment Method establish and regulate the time frames for posting your refund, and that such refund posting time frames may range from five (5) business days to a full billing cycle, or longer.
8.5 In the event a refund is issued to your Payment Method and the payment provider, payment processor or individual issuing bank associated with your Payment Method imposes any limitations on refunds, including but not limited to, limitations as to the timing of the refund or the number of refunds allowed, then Thrivensoft, in its sole and absolute discretion, reserves the right to issue the refund either (i) in the form of an in-store credit; (ii) via issuance of a Thrivensoft check, which will be sent to the mailing address on file for your Account; or (iii) in some jurisdictions, as a bank transfer, when the payment processor cannot refund back to the Payment Method. Thrivensoft also has the right to offer an in-store credit for customers seeking refunds, even if there are no limitations on refunds imposed by the Payment Method.
8.6 All billable hours or requested work will be charged on a monthly basis at the end of each month. For example Any requested changes or approved elements, any work performed in January will be charged to End Users credit Card at the end of January
8.7 Other than as required by applicable law, Thrivensoft does not retain hard copies or electronic versions of mandate, standing order or standing instruction forms and/or any signed consents relating to your usage of our auto-pay services, and we are therefore unable to provide any such document upon request.This document will serve as proof of your acceptance to these terms
8.8 Any change orders that require additional work hours beyond the scope of work will be charged to your card on file upon completion for work at the then hourly rate as determined by Thrivensoft in our sole discretion
If for any reason Thrivensoft is unable to charge your Payment Method for the full amount owed, or if Thrivensoft receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that Thrivensoft may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to you, of any domain names or Services registered or renewed on your behalf. Thrivensoft also reserves the right to charge you reasonable “administrative” fees" for (i) tasks Thrivensoft may perform outside the normal scope of its Services, (ii) additional time and/or costs Thrivensoft may incur in providing its Services, and/or (iii) your noncompliance with this Agreement (as determined by Thrivensoft in its sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention; (ii) UDRP actions(s) in connection with your domain name(s) and/or disputes that require accounting or legal services, whether performed by Thrivensoft staff or by outside firms retained by Thrivensoft; (iii) recouping any and all costs and fees, including the cost of Services, incurred by Thrivensoft as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor. These administrative fees or processing fees will be billed to the Payment Method you have on file with Thrivensoft.
SECTION 9.NOTICES
9.1 All notices required under this Agreement shall be deemed sufficient if delivered to: For Thrivensoft P.O. Box 4561 Wilmington, DE 19807,by United States Postal Service Certified Mail, Return Receipt Requested. and for end user when delivered to the email address listed in the End-Users Account.
SECTION 10.LIMITATION OF LIABILITY AND LIQUIDATED DAMAGES.
10.1 IN NO EVENT SHALL Thrivensoft, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM
(I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT Thrivensoft IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.(XI)
10.2 IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY DEFAULT ON THE PART OF THRIVENSOFT UNDER THIS AGREEMENT, IF SUCH DEFAULT BE ACKNOWLEDGED BY THRIVENSOFT OR FOUND BY ANY ARBITRATOR OR COURT OF COMPETENT JURISDICTION, SHALL BE ANSWERABLE WITH A SINGLE AWARD OF LIQUIDATED DAMAGES IN THE SUM OF THREE HUNDRED FIFTY ($350.00) DOLLARS, AND END-USER COVENANTS TO INDEMNIFY AND SAVE HARMLESS THRIVENSOFT FROM ANY COST OR EXPENSE (INCLUDING END-USER’S REASONABLE ATTORNEY FEES) ARISING OUT OF ANY ATTEMPT BY END-USER TO RECOVER CONSEQUENTIAL DAMAGES OR DAMAGES IN EXCESS OF THE LIQUIDATED DAMAGES STIPULATED HEREIN.
10.3 THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
SECTION 11.NOT AN INSURANCE CONTRACT
11.1 End-User agrees that Thrivensoft is not an insurer and that no insurance coverage is offered hereunder. Payments by End-User are for the Management of End-Users business internet presence. End-User acknowledges that there are no guarantees that it’s internet presence, or Thrivensoft’s management thereof, will increase traffic or increase sales, or reduce the risk of a loss.Thrivensoft is not assuming responsibility, and therefore shall not be liable to End-User, for any loss or damage suffered by End-User as a result of loss of revenue, or any other cause whatsoever, regardless whether such loss was caused by or contributed to by Thrivensoft’s negligence or failure to perform any obligation hereunder.
SECTION 12.INDEMNITY
12.1 You agree to protect, defend, indemnify and hold harmless Thrivensoft and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Thrivensoft directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
SECTION 13.COMPLIANCE WITH LOCAL LAWS
13.1 Thrivensoft makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.
SECTION 14.DISPUTES, BINDING INDIVIDUAL ARBITRATION AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS
14.1 Disputes. The terms of this Section shall apply to all Disputes between you and Thrivensoft, For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and Thrivensoft arising under or relating to any Thrivensoft Services or Products, Thrivensoft’s websites, these Terms, or any other transaction involving you and Thrivensoft, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND Thrivensoft AGREE THAT “DISPUTE” AS DEFINED IN THESE TERMS SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR Thrivensoft FOR (I) TRADE SECRET MISAPPROPRIATION, (II) PATENT INFRINGEMENT, (III) COPYRIGHT INFRINGEMENT OR MISUSE, AND (IV) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding anything else in these Terms, you agree that a court, not the arbitrator, may decide if a claim falls within one of these four exceptions.
14.2 Binding Arbitration. You and Thrivensoft further agree: (i) to arbitrate all Disputes between the parties pursuant to the provisions in these Terms; (ii) these Terms memorialize a transaction in interstate commerce; (iii) the Federal Arbitration Act (9 U.S.C. §2, et seq.) governs the interpretation and enforcement of this Section; and (iv) this Section shall survive termination of these Terms. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award you the same damages as a court sitting in proper jurisdiction, as limited by the Limitation of Liability set forth in Section 8 of this Agreement and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties.
14.3 Dispute Notice. In the event of a Dispute, you or Thrivensoft must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Thrivensoft must be addressed to: Thrivensoft, P.O. box 4561, Wilmington, DE 19807 Attn.: Legal Department (the “Thrivensoft Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If Thrivensoft and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Thrivensoft may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.
14.4 WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND Thrivensoft AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. NEITHER YOU NOR Thrivensoft WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OF PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR OTHER PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.
14.5 Arbitration Procedure. If a party elects to commence arbitration, the arbitration will be administered by the American Arbitration Association (“AAA”) and governed by the Consumer Arbitration Rules of the AAA (“AAA Rules”) in conjunction with the rules set forth in these Terms, except that AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. The AAA Rules are at www.adr.org or by calling 1-800-778-7879. If there is a conflict between the AAA Rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, or local laws, as limited by the Limitation of Liability set forth in Section 12 of this Agreement. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by these Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall also have exclusive authority to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim. Notwithstanding this broad delegation of authority to the arbitrator, a court may determine the limited question of whether a claim or cause of action is for (i) trade secret misappropriation, (ii) patent infringement, (iii) copyright infringement or misuse, or (iv) trademark infringement or dilution, which are excluded from the definition of “Disputes” as stated above. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone shall take place in Wilmington, Delaware.
SECTION 15.MISCELLANEOUS.
15.1 HeadingsThe titles and headings of this Agreement are for ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
15.2Amendments.This Agreement sets forth the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof, and there are no understandings or agreements that are not fully set forth herein.
15.3Severability.The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
15.4Waiver.No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement.
15.5Choice of Law.This Agreement shall be interpreted under and construed in accordance with the laws of the State of Delaware, without regard to principles governing conflicts of law. The Parties unconditionally submit themselves and their respective property in any legal or equitable action or proceeding to the jurisdiction of the courts in and of the State of Delaware and waive any objection that the Parties now or hereafter may have to the venue to such action or proceeding.
15.6Jury Trial.The Parties hereto waive their respective rights to have a trial by jury. Any action or proceeding by either Party to this Agreement against the other arising under this Agreement or from either Party’s performance thereunder, must be commenced within one (1) year from the date of the accrual of the cause of action or the claim shall be barred.
15.7Successors And Assigns.This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
15.8No Third-party Beneficiaries.Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
CONTACT INFORMATIONIf you have any questions about this Agreement, please contact us by email or regular mail at the following address:
Thrivensoft Legal Department
P.O. Box 4561
Wilmington, DE 19807
legal@Thrivensoft.com