Terms and Conditions
Last updated: March 2023
SMB TEAM LEGAL LLC
TERMS AND CONDITIONS
Updated: March 17, 2023
THESE TERMS AND CONDITIONS (“Terms and Conditions”) apply to SMB Tea Legal LLC (“SMB Team”) and its Clients who enter into a Service Agreement with SMB Team whereby SMB Team provides services to the Client (the “Services”). SMB Team and the Client are also referred to herein each as a “Party” and, collectively, the “Parties”. These Terms and Conditions are material to any Service Agreement executed among the Parties and are hereby incorporated therein; provided however, that in the absence of any Service Agreement executed by the Parties, these terms and conditions shall govern the rights and obligations of the Parties, relating to or arising out of any Services provided to the Client by SMB Team.
These Terms and Conditions are subject to change from time-to-time, without notice, in SMB Team’s sole discretion. Client accepts these terms and conditions, as amended from time-to-time, by using the Services, even without an agreement signed by the Parties.
Terms not otherwise defined herein shall have the meaning set forth in any Service Agreement.
- Term of Service Agreement; Termination.
1.1 Term of Service Agreement. Unless otherwise explicitly set forth therein, the term of the Parties’ Service Agreement will be one year from the execution thereof (the “Original Term”) and will continue for one-year periods (each a “Renewal Term”) until terminated in accordance with Section 1.2 below, or the applicable terms set forth in the Service Agreement. The Original Term and any Renewal Terms will collectively be referred to as the “Term”. Service Agreements that are automatically renewed for any Renewal Terms may be subject to periodic price increases in SMB Team’s sole determination.
1.2 Termination. This Service Agreement may not be terminated during the Original Term. After the Original Term, either Party may terminate this Service Agreement as set forth below in Sections 1.2.1 and 1.2.2. and 1.2.3 below.
1.2.1 Termination for Cause. The Parties may terminate the Service Agreement for Cause in the event of a continuing, material breach of any Service Agreement (“Cause”). The non-breaching Party must provide ten (10) days of advanced, written notice to the breaching Party that sets forth, in detail, the facts and nature of the material breach. Thereafter, the breaching Party has ten (10) days to fully cure the breach, or if such breach is uncurable within the allotted time the breaching Party must commence remedial actions that will reasonably cure the breach as promptly as practicable. Following the ten (10) day notice, if the material breach remains uncured, or if such remedial actions have not started or are unreasonable in light of the non-breaching Party’s objective determination, then the non-breaching Party may then terminate the Service Agreement. Notwithstanding the foregoing, if Client materially breaches any Service Agreement by not providing payment of any outstanding invoice, whether in whole or in part, then SMB Team may withhold delivery of the Client’s deliverables that are in connection with the breached Service Agreement until full payment has been received by SMB Team.
1.2.2 Termination for Convenience. After the Original Term, either Party may terminate the Service Agreement without Cause, for any reason, after providing the other Party advance, written notice of thirty (30) days prior to the intended termination date (“Convenience”). In the event that Client terminates the Service Agreement for Convenience, then Client shall be responsible for the payment of all fees that have already accrued, as well as all future fees that have been agreed to under the Service Agreement were reasonably expected throughout the remainder of the Term if such termination did not occur.
1.2.3 Termination Notices. SMB Team shall provide written notice of any intended termination to the address and/or email as provided by Client and on-file with SMB Team. The Client shall provide written notice to SMB Team as follows:
SMB Team Legal LLC
Attn: Brandon Bowers, COO
3 Bala Plaza #101
Bala Cynwyd, PA 19004
via written email to [email protected]
1.2.4 Effect of Termination. If SMB Team terminates the Service Agreement for Cause or if Client terminates for Convenience, then Client will be obligated to pay SMB Team, in full, for all products and/or Services agreed to under the Service Agreement for the entire Term, regardless of whether such products and/or Services were rendered or delivered prior to the termination date. Alternatively, if Client terminates the Service Agreement for Cause, or SMB Team terminates for Convenience, then Client shall only be obligated to pay SMB Team for all products and Services rendered up to the termination date. This includes both Service Fees and Additional Service Fees, as well as any other fees or expenses reasonably attributable to the products and Services provided by SMB Team. The Parties hereby agree that Client’s payment of all anticipated fees related to, or arising from, the agreed-upon Services in the event of early termination are not established as a penalty but are specified liquidated damages hereto that are fair and equitable in their reasonably estimated amounts to cover existing and expected losses incurred by SMB Team.
2. Service Fees; Payments and Billing
2.1 Payment Terms. Payments from the Client to SMB Team for Services rendered (the “Service Fee”) will be made on the first day of each billing period, unless otherwise approved in writing by SMB Team. Client must provide its credit card information or wiring instructions to an account with sufficient funds in the case of ACH payments, to be kept on-file with SMB Team for payment of all Service Fees, Additional Service Fees (as defined below), and any other fees and expenses owed to SMB Team. SMB Team will not be held liable for any payment declines and/or losses resulting from the misuse or decline of any payment or billing information. All fees will be paid in United States dollars.
2.2 Late Payment Fee. Client will be responsible for a late fee in an amount equal to 5% of the Service Fee, plus 5% of the Additional Service Fee, if any, that shall be compounded for every month that such fees are continually outstanding.
2.3 Additional Services. All requests for additional services (the “Additional Services”) not originally provided as part of the Services under any Service Agreement will be agreed to, in writing, before SMB Team commences any such Additional Services. The written agreement for Additional Services will set forth a detailed description of the requested Additional Services, a timeline of expected completion, and an estimate of the anticipated fees associated with the Additional Services. Client will owe an additional fee for the Additional Services (the “Additional Service Fee”). The Additional Services will be complete when the Additional Services are delivered to the Client and not based on any subjective feedback of the Client. All Additional Service Fees (including, but not limited to setup, consulting, research and/or custom project requests) must be paid to SMB Team within one week of completion and invoicing the Client, whereby SMB Team shall be authorized to run Client’s credit card or wiring details one week following the date of the invoice for the Additional Services.
2.4 Additional Expenses. SMB Team will only incur expenses that are on behalf of the Client, in relation to the Services, and approved beforehand by the Client. Client will reimburse SMB Team for all expenses incurred as set forth in the respective invoices. Client will pay for related services with third-party providers directly, unless the Parties mutually agree that SMB Team will incur the third-party expenses and be reimbursed by the Client. Such third-party platforms and media providers in connection with SMB Team’s Services include, but are not limited to: Google, Facebook, Instagram, Yahoo, Twitter, Bing, YouTube, and TikTok.
2.5 Rebates/Adjustments. This Agreement is not subject to any rebates or discounts, unless agreed to by SMB Team in its sole discretion.
2.6 Suspension of Services. Client shall be in material breach of any Service Agreement if Client is more than thirty (30) days past due on payments to SMB Team, or to any of SMB Team’s third-party affiliates. Upon SMB Team’s sole discretion, SMB Team may opt to suspend all Services, in lieu of providing a termination notice and subsequent termination, until all past due charges are paid. In this situation, the Client will continue to be responsible for any monthly charges during any period that Services are suspended or not delivered due to the Client’s continuing breach, unless stated otherwise and agreed to by SMB Team in writing.
3. Services; Client Obligations.
3.1 The Services. During the Term, SMB Team will provide Client with the Services as outlined in the Service Agreement. SMB Team will have the sole discretion in the manner of producing and delivering the Services to Client; provided, however that SMB Team will be subject to the overarching goals and objectives set forth by Client, as well as responsible for the performance of any subcontractor.
3.2 Cooperation. Client agrees to provide SMB Team the ongoing assistance, cooperation, and information reasonably necessary for SMB Team to fulfill its obligations under the Service Agreement. Client will identify a designated contact who will have authority to make decisions for Client regarding issues such as design and content approval. SMB Team will notify Client if Client’s actions may be preventing SMB Team from providing a Service as outlined in the Service Agreement. Upon such material breach, SMB Team may elect, in its sole discretion, to suspend or terminate the affected Services.
3.3 Delivery of Client Information. Client will make available to SMB Team, in a mutually agreeable electronic format, such information as is reasonably required for SMB Team to effectively fulfill and perform the Services (“Client Information”). Such Client Information includes, but is not limited to, monthly updates on performance of Services for the duration of the Service Agreement. Client’s delivery of necessary content and information will be made within a commercially reasonable period after requested by SMB Team so that the development, and release of the Services are not unreasonably delayed. Furthermore, the Client agrees to make its team available to SMB Team according to the relevant areas of responsibility as needed for completing the Services. If the Client cannot deliver the Client Information to SMB Team, then the Client will not hold SMB Team liable for failure of execution of Services. Client understands that SMB Team would prefer a 24-hour response time from the Client for all information requests that are pertinent to fulfillment of the Services. Client waives the right to inspect, review, or approve of the finished content produced by SMB Team, unless explicitly stated by the Client and approved of by SMB Team in writing. Client understands that the expected results may be delayed and/or damaged significantly if it is required that all finished content be reviewed and approved of by the Client.
3.4 Limitations on Client Information. SMB Team reserves the right to refuse, modify, substitute, or remove any content, information, or other materials that may (i) be deemed to violate the privacy, personal, proprietary, or contractual rights of third parties; (ii) be contrary to SMB Team’s search engine optimization practices; or (iii) defame, expose to legal liability, or otherwise harm SMB Team or its affiliates.
3.5 Client Information Licenses and Permissions. Client will obtain all licenses and permissions needed to provide the Client Information and information to SMB Team. Client warrants that all information as provided in the Client Information, and in connection with the Services, are the sole and exclusive property of the Client. Such information will include any trademark, service mark, copyright, or other intellectual property registration mark within the Client Information.
3.6 Review and Modifications to Client Information. Client understands and agrees that Client is solely responsible for reviewing Client Information as provided to SMB Team. It is Client’s responsibility to notify SMB Team of any changes to content and information that is required to comply with any ethical or other rules that apply to Client’s business. Client is solely responsible for complying with the advertising rules, rules of professional conduct, and any other rules that may apply to Client’s business during the performance of the Service Agreement. During the Term, Client may provide SMB Team with updated or additional Client Information to incorporate within the Services. Client will identify and notify SMB Team of any obsolete Client Information for deletion purposes. Furthermore, Client will conform with SMB Team’s guidelines and product specifications when uploading and supplementing Client Information and other requested modifications.
4. Intellectual Property
4.1 Rights and Ownership. Except as otherwise provided in the Service Agreement or other agreement between the Parties, all rights, titles and interests in and to all, (i) registered and unregistered trademarks, service marks, and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software; and (vi) all other intellectual property, proprietary rights, or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of SMB Team Services identified herein (“Intellectual Property Rights”) are owned by SMB Team or its licensors, and Client agrees to make no claim of interest in, or ownership of, any such Intellectual Property Rights. Client acknowledges that no title to the Intellectual Property Rights has been transferred by SMB Team to Client, and that Client has not obtained any rights, express or implied, in SMB Team or its licensors’ services, other than the rights expressly granted in the Service Agreement. Furthermore, SMB Team will, at all times, be the sole property owner of: (1) all internal processes used by SMB Team or SMB Holdings LLC, to complete Services for the Client; (2) all intellectual property, materials and work in progress that is not specifically created for the Client, even if having to do with any generalizable components of the Client’s industry or line-of-business.
4.2 Infringement. Client specifically agrees to not do anything that may in any way infringe upon, or undermine, SMB Team’s rights, title, or interest in SMB Team’s Intellectual Property Rights. This includes, but is not limited to, any sale, transfer, or gift of the whole or of any part of any item, data, or anything whatsoever that SMB Team owns. Client fully understands that SMB Team may reproduce, reuse, develop, and use in any other way anything within SMB Team’s ownership.
4.3 Client Deliverables; Grant of License. Any Client deliverable, such as a website or Facebook group, is and will remain the exclusive property of SMB Team until all Service Fees, Additional Service Fees, and outstanding expense reimbursements have been paid in full. SMB Team will grant Client a license to use the deliverable once the fees and expense reimbursements have been paid in full; provided, however, that except as set forth in this license grant, the license does not transfer ownership to Client of any Intellectual Property Rights that are owned exclusively by SMB Team or its licensors.
5. Confidential and Proprietary Information
5.1 Definition. “Confidential Information” is defined, in respect of each Party, as all data and information of a confidential nature, including know-how and trade secrets, relating to the business, the affairs and any development projects or other products or services of such Party. Confidential Information may be communicated orally, visually, in writing or in any other recorded or tangible form. Data and information will be considered to be Confidential Information if: (a) the relevant Party has marked them as such; (b) the relevant Party, orally or in writing, has advised the other Party of their confidential nature; or (c) due to their character or nature, a reasonable person in a like position and under like circumstances would treat them as secret and confidential.
Both Parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which either Party has obtained, except as authorized by the other Party in writing. This obligation will survive the expiration of the Service Agreement and will continue indefinitely.
Under no circumstances will either Party sell, publish, display, copy, distribute, or otherwise make available Confidential Information in any form or by any means, except as expressly permitted by the Service Agreement, including without limitation the transfer to a third party or, if not expressly prohibited by the Service Agreement, as allowed under the fair use provision of the Copyright Act, 17 U.S.C. § 107. Each Party will take all reasonable steps, in accordance with the best industry practices, to protect the security of the Confidential Information and to prevent unauthorized use or disclosure. Each Party is responsible for all access to and use of the Confidential Information by the other Party’s employees or agents or by means of the other Party’s equipment or usernames and passwords, whether or not the other Party has knowledge of or authorizes such access or use.
6. Representations and Warranties; Disclaimers of Warranties
6.1 Due Formation; No Conflict; Owner of Intellectual Property. Each Party represents and warrants that (i) it is duly formed and validly existing under the laws of its formation and has all the necessary powers to enter into and perform the Service Agreement; (ii) the execution and performance of the Service Agreement will not conflict with its certificate of formation or by-laws, or any applicable law or regulation, and will not breach any agreement, instrument, or order to which it is subject; and (iii) it is the owner of, or has a license to use, any copyrights, patents, trademarks, trade secrets, or other intellectual property granted or conveyed herein, and that any rights, licenses, or other uses granted by such Party do not infringe or misappropriate any right of any third party.
6.2 SMB Team. EXCEPT AS OTHERWISE STATED IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SMB TEAM NEITHER ASSURES, NOR ASSUMES ANY LIABILITY TO, ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES. SMB TEAM DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERROR, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SERVICE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.
Subject to Section 8 below, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any negligence or willful misconduct of the indemnifying party, its respective members, partners, directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with any Service Agreement. This indemnification will survive the termination of any Service Agreement.
8. Limitation of Liability
As part of the Service Agreement, the Client allows SMB Team to create and publish content, messages, media and advertisements on behalf of the Client to be used for the purposes of Social Media Optimization, Social Media Management, Search Engine Marketing, Search Engine Optimization, Pay-Per-Click Advertising, Display Advertising, Email Marketing, Website Development, Listing Management, Multimedia Development, Direct Messaging, Text Message Marketing, and other marketing activities, unless otherwise specified by the Client, in writing. The Client agrees to hold harmless SMB Team, its affiliates, employees and representatives against all liability, loss, damage and expense of any nature, including but not limited to attorneys’ fees, arising out of; (a) the publishing or creation of any content, messages, media and advertisements created by or on behalf of the Client, regardless of whether the Client participated in or approved of the creation or publishing of such content; (b) the content created or published by or on behalf of the Client before and/or after the inception of the Service Agreement; (c) any violation of the CAN-SPAM Act; (d) the products and/or services promoted, sold, presented and/or contained in the Client’s content or advertisements; and (e) any call-tracking services.
UNDER NO CIRCUMSTANCES WILL SMB TEAM BE HELD LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, DAMAGES RELATING TO LOSS OF PROFIT, LOSS OF INCOME OR REVENUE, OR LOSS OF GOODWILL, FOR ANY REASON WHATSOEVER, INCLUDING THE RESULT OF ERRORS OR OMISSIONS, THE REJECTION OR REMOVAL OF ANY ADVERTISING, ANY DELAY IN DISPLAYING CONTENT, SMB TEAM THIRD-PARTY SERVICE PROVIDER(S) FAILURE TO DISPLAY OR DISTRIBUTE ADVERTISING, OR SMB TEAM THIRD-PARTY SERVICE PROVIDER(S) FAILURE TO PERFORM THE SERVICES. SMB TEAM’S ACCEPTANCE OF THIS AGREEMENT AND THE RATES CHARGED FOR THE ADVERTISING AND OTHER SERVICES ARE BASED UPON THE LIMITATION OF SMB TEAM’S LIABILITY AS SET FORTH HEREIN. ANY ESTIMATES OF PERFORMANCE MADE BY SMB TEAM ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND DO NOT CONSTITUTE, AND WILL NOT BE CONSIDERED, A GUARANTEE OF PERFORMANCE OR A GUARANTEE OF RETURN. SMB TEAM’S LIABILITY FOR ALL CLAIMS BROUGHT BY THE CLIENT ARE LIMITED TO ONE HUNDRED DOLLARS AND NO CENTS $100.
The Client acknowledges and agrees that SMB Team may be using third-party service providers and websites to publish content on behalf of the Client, and that SMB Team will not be held liable for any changes made or losses caused by a third-party service provider, including but not limited to algorithm changes that result in any changes made to the Client’s results, advertising, or placements.
9. Employee Solicitation and Hiring
During the Term, and for twelve (12) months after the termination of the Service Agreement, both Parties agree to not directly or indirectly solicit, recruit or induce any employees to terminate his or her employment relationship with the other Party, especially if this is done with the intent of recruiting any employee to one’s own business. In addition, neither Party will offer any ‘side-jobs’ to employees of the other company, without written approval from the Client and/or SMB Team.
10. Ownership; Transfer of Assets; Admin Access; SMB Team Access
10.1 Ownership; Assignment. SMB Team will own all assets developed or used during the Term, including but not limited to, the website, content, landing pages and Google ads account, Facebook ads account and all other ads accounts on social media platforms (collectively, the “Assets”). After the end of the Original Term, and if Client has paid all amounts due to SMB Team under the Service Agreement through the end of the Original Term, the Client may request the assignment of ownership of the Assets, and SMB Team will assign ownership of the Assets to the Client. If the Client wishes to obtain ownership of the Assets prior to the end of the Original Term, the Client may do so by paying SMB Team a one-time fee of $10,000 (in addition to any applicable transfer fees described below). This purchase of the Assets does not terminate any other terms of the Service Agreement nor eliminate any other payment obligations under a Service Agreement.
10.2 Transfer of Assets. The Transfer of any data, including but not limited to, website content, blog posts, landing pages, and ads account information, can be done after the one-time transfer fee of $4,837 (per asset group) is paid in full. These transfer fees are applicable to any stage of the Original Term, the Renewal Term, or any future contract or agreement with any affiliate, and are independent from the ownership of the Assets.
10.3 Admin Access. After the end of the Original Term and if all amounts due under the Service Agreement have been paid by the Client, SMB Team will give administrative rights to the Client on its accounts, including but not limited to, the website, content, landing pages, and ads account. Client will be charged on an hourly basis at SMB Team’s then hourly rates, for any for any development time that SMB Team is required to undertake in connection with any changes made to the Assets by Client.
10.4 SMB Team Access. The Client is prohibited from removing SMB Team’s access to the Assets for the duration of the Service Agreement. Client will be in material breach of this Service Agreement in the event the Client removes SMB Team’s access to any of the Assets.
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SMB TEAM OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT AND SERVICES FOR: (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES;(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED ONE HUNDRED DOLLARS AND NO CENTS ($100). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SMB TEAM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. BY CONSENTING TO THE TERMS OF THIS AGREEMENT AND USE OF THE SERVICES, YOU EXPRESSLY CONSENT TO THE LIMITATION OF LIABILITY SET FORTH ABOVE IN THIS PROVISION.
12. Force Majeure. If SMB Team is prevented from performing any of its obligations under the Service Agreement due to causes beyond the reasonable control of SMB Team, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes, fires, interruptions in telecommunications or internet services or network provider services (each, a “Force Majeure Event”), SMB Team’s performance will be excused and the time for performance will be extended accordingly provided that Company promptly takes all commercially reasonable steps to resume full performance. If SMB Team’s performance is prevented or delayed for more than thirty (30) consecutive days due to a Force Majeure Event, then Client may terminate the Service Agreement for Cause upon delivery of written notice to SMB Team.
13. General Terms.
13.1 Independent Contractor. SMB Team will act as an independent contractor under the terms of the Service Agreement and to perform the Services. SMB Team will retain the power and authority to supervise and control performance of the Services by SMB Team’s employees, including the power to discipline, hire and fire SMB Team’s employees. Nothing in the Service Agreement will be construed to (a) give either Party the power to direct or control the daily activities of the other Party, or (b) constitute the Parties as employer and employee, franchisor and franchisee, licensor and licensee, sub-licensor, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. SMB Team recognizes that the needs of the Client may change over the course of the Service Agreement and will accommodate such changing needs with modification of the specified Services by mutual agreement based on an equitable shift in work effort. SMB Team may work with any/all competitors of the Client, unless stated otherwise in writing.
13.2 Dispute Resolution. The Parties agree that in the event of a dispute or alleged breach of the Service Agreement, they will work together in good faith first to resolve the matter internally by negotiating between higher levels of management who have the authority to settle such controversy. If there is no resolution, the Parties will submit the dispute to binding arbitration; however, the Parties may agree to use a mutually agreed upon non-binding mediation prior to resorting to arbitration.
13.3 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING INVOLVING AN AGREEMENT RELATED DISPUTE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
13.4 Choice of Law. The Service Agreement and any other agreement between the Parties is governed by Delaware law regardless of its choice of law provisions.
13.5 Severability. In the event that any term or provision of the Service Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other term or provision, and the Service Agreement will be interpreted and construed as if such term or provision, to the extent the same will be held to be invalid, illegal, or unenforceable, had never been contained herein.
13.6 Entire Agreement. This Agreement represents the entire agreement between the Parties regarding the subject matter hereof and supersede all previous representations, understandings or agreements, oral or written, between the Parties with respect to the subject matter hereof and will prevail notwithstanding any variances with terms and conditions of any order submitted.
13.7 No Waiver. No failure or delay by either Party in exercising any right under the Service Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity. Use of the Services constitutes acceptance of the Service Agreement, which cannot be modified except by written instrument signed by the Parties hereto.
13.8 Attorney Fees; Expenses. In any legal action between the Parties hereto concerning the Service Agreement, the prevailing Party will be entitled to recover reasonable attorneys’ fees and costs. Except for actions for non-payment or breach of either Party’s intellectual property rights, no action (regardless of form) arising out of the Service Agreement may be commenced by either Party more than two (2) years after the cause of action has accrued.
13.9 Assignment. Neither Party may assign any right or obligation under the Service Agreement without the prior written consent of the other Party, except in connection with the sale, merger, or transfer of substantially all of the assets of such Party or to a wholly-owned subsidiary of such Party.
13.10 Enforcement Costs. If it becomes necessary for SMB Team to enforce the Service Agreement through an attorney, collection agency, or directly through small claims court, Client will pay all attorney’s fees, agency fees, court costs, and other collection costs, including without limitation post-judgment costs for legal services at trial and appellate levels.
13.11 Notices. All notices under the Service Agreement will be in writing, sent to the addresses set forth in the Agreement, sent via personal delivery including via courier service), e-mail. Notices will be effective upon confirmed signature and delivery if sent via personal delivery; or upon written confirmation receipt if sent via e-mail.
13.12 Opt In. By Providing My Phone Number, I Authorize Smb Team Legal And Its Affiliates To Deliver Recurring Informational And Marketing Text Messages And Calls To The Phone Number I Provided About Smb Team Legal’s Products, Services, And Information, Including With An Automatic Telephone Dialing System Or Pre-Recorded Or Artificial Voice Messages, Even If My Phone Number Is Listed On Any Do Not Call Registry. I Understand My Consent Is Not A Condition Of Purchase. I Also Agree To Smb Legal’s Privacy Policies And Terms. Standard Messaging And Data Rates May Apply.