Effective 9 October 2026

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1. Acceptance of Terms

These Terms and Conditions (the “Terms”) are agreed to between RepEMS, LLC, a Texas limited liability company (the “Company”) and the person or entity subscribing (“Subscriber”), whether or not Subscriber is paying for the service. Access to and use of the Company’s subscription software service (the “service”) is conditioned on Subscriber’s acceptance of these Terms, as amended from time to time in accordance with their terms.

 

Subscriber accepts and agrees to be bound by these Terms by (a) checking, clicking, or otherwise affirmatively indicating acceptance of these Terms or of any online order form, sign-up page, or similar acceptance mechanism presented by the Company, (b) paying any subscription fee, initiating payment, or otherwise completing the subscription purchase process, and/or (c) accessing or using the Community described in Section 2, in each case whether electronically, in writing, or by any other means permitted by applicable law. If Subscriber does not agree to these Terms, Subscriber must not access or use the service. Continued access to or use of the service after acceptance constitutes ongoing agreement to these Terms as then in effect.

 

Subscriber represents and warrants that the individual accepting these Terms on Subscriber’s behalf has authority to bind Subscriber. If that individual lacks authority, the individual and Subscriber remain responsible for any use of the service before the Company receives notice of the lack of authority and disables access, to the extent permitted by applicable law.

 

The parties intend that electronic acceptance, including clickwrap or similar assent mechanisms, payment confirmation, and use of the Community, has the same force and effect as a signed written agreement to the fullest extent permitted by applicable law, including the Texas Uniform Electronic Transactions Act and other applicable electronic signature laws.

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2. Service Description and License

The service, known as Principal Intel, is a subscription software service provided by the Company. It uses artificial intelligence and related automated technologies to generate workflows, company updates, and suggested social media content for independent sales representatives and distributors. The service includes Principal Intel and any related features, functionality, updates, or support made available by the Company during the applicable trial or subscription term. The service also includes a community feature through which Subscriber’s emails and other Submissions may be received at email addresses designated by the Company, paraphrased and cleansed, and shared with other subscribers, including through email threads and, if the Company makes one available, a searchable dashboard of historical content (the “Community”). The service is offered by the Company, and the parties agree that this Section is intended to be interpreted consistently with the remainder of these Terms and any applicable order form or subscription plan description.

 

Subject to these Terms and Subscriber’s compliance with them, including timely payment of all applicable fees, the Company grants Subscriber a limited, nonexclusive, nontransferable, nonsublicensable, revocable right, during the applicable subscription term and any trial period if offered, to access and use the service solely for Subscriber’s business purposes and in accordance with the documentation, usage limits, and any other restrictions communicated by the Company from time to time.

 

Subscriber acknowledges and agrees that the service is provided on a subscription basis and may include features, functionality, content generation capabilities, integrations, and updates that the Company may modify, enhance, suspend, or discontinue from time to time, and that the Company does not guarantee that the service or any output will be free of errors, uninterrupted, secure, or available at any particular time or location.

 

Subscriber shall not, and shall not permit any third party to, directly or indirectly: (a) use the service in any manner that violates these Terms, applicable law, or any third-party rights; (b) copy, scrape, modify, translate, adapt, or create derivative works of the service or any Company Materials, except as expressly permitted by these Terms; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the service, except to the extent this restriction is prohibited by applicable law; (d) interfere with or circumvent the service or any security or access controls; (e) remove, alter, or obscure any proprietary notices, legends, or marks; (f) use any Company Materials or the service to develop, train, or improve any competing product or service, except as expressly authorized in writing by the Company; or (g) challenge or assist others in challenging the Company’s ownership of the service or any Company intellectual property.

 

Any third-party content, data, integrations, services, materials, and open-source components included in or used with the service are subject to the applicable third-party terms and licenses. If this Section 2 or Section 10 conflicts with an applicable third-party license as to those materials, the third-party license controls solely as to those materials. To the maximum extent permitted by law, the Company disclaims responsibility for third-party acts, omissions, availability, and performance.

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3. Trial and Subscription Term

The service may be made available on a trial basis for the trial period, if any, specified by the Company or otherwise communicated to Subscriber. Unless otherwise expressly stated in writing by the Company, a trial is provided solely for evaluation purposes, may be limited to one trial per Subscriber or account, and may be modified, shortened, or discontinued by the Company to the extent permitted by applicable law.

 

Unless Subscriber cancels before the end of the trial period in accordance with these Terms, Subscriber authorizes the Company to convert the trial automatically to a paid subscription at the subscription rate and billing frequency in effect at that time and disclosed to Subscriber, and the subscription term begins immediately upon expiration of the trial period. Fees, taxes, and other charges applicable to the paid subscription are due and payable in accordance with the billing terms disclosed by the Company.

 

After any trial period, the service continues on a recurring subscription basis for successive renewal terms of the duration selected or made available by the Company, until canceled by either party in accordance with these Terms. Subscriber may cancel at any time, but cancellation is effective only at the end of the billing cycle or renewal term then in effect unless the Company states otherwise (see Section 11). The Company may suspend or terminate access to the service in accordance with these Terms, including for nonpayment or breach, or as otherwise permitted by applicable law.

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4. Fees and Payment

Subscriber shall pay all fees, charges, and other amounts applicable to the service in accordance with the pricing, plan, and billing frequency selected at checkout or otherwise made available by the Company. Unless expressly stated otherwise, all fees are noncancelable and nonrefundable, and all payment obligations are absolute and unconditional.

 

Subscription fees are billed on a recurring basis for the applicable subscription term and each renewal term, according to the applicable billing cycle. If a trial period is offered, charges begin automatically upon its expiration as provided in Section 3.

 

Subscriber authorizes the Company and its payment processors to charge the payment method provided by Subscriber for all amounts due, including recurring subscription fees, taxes, and any other applicable charges. Subscriber represents and warrants that it is authorized to use any payment method submitted to the Company and that all billing and account information provided is complete, current, and accurate.

 

All amounts are due as stated at checkout or, if no due date is specified, upon invoice or receipt of the applicable charge. If any payment is declined, reversed, charged back, or otherwise not successfully completed, or if any amount remains unpaid after its due date, the Company may retry the charge, suspend or limit access to the service in whole or in part, and/or terminate the applicable subscription, in each case without liability to the Company and without prejudice to any other rights or remedies available to it. A suspension may continue until all past due amounts, including any applicable late charges, collection costs, and reasonable attorneys’ fees, are paid in full, to the extent permitted by law. No suspension or termination relieves Subscriber of its obligation to pay all amounts accrued or owed before its effective date.

 

Subscriber is responsible for all sales, use, value added, excise, withholding, and similar taxes, duties, and governmental charges arising from or relating to the subscription or use of the service, excluding taxes based on the Company’s net income. If the Company is required to collect or remit any such taxes, it may add them to the applicable invoice or charge them to the payment method on file.

 

To the extent permitted by applicable law, the Company may modify its fees, billing cycle, or payment terms upon notice to Subscriber, and any modification applies at the start of the next billing cycle or renewal term unless otherwise stated. Continued use of the service after the effective date of a change constitutes acceptance of the revised fees or payment terms.

 

Except as expressly required by applicable law, Subscriber waives any right of setoff, deduction, or counterclaim against amounts due under these Terms. The Company’s failure to invoice or promptly collect any amount does not waive its right to collect that amount later.

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5. AI-Generated Content; Subscriber Responsibilities; No Reliance

The service produces outputs, recommendations, summaries, analyses, classifications, predictions, and other content generated, suggested, or presented through the service (collectively, “AI-Generated Content”), in whole or in part by artificial intelligence or similar automated technologies. “Service Content” means AI-Generated Content and all other information, data, reports, content, and materials made available through or in connection with the service, including any provided by the Company. Subscriber acknowledges that AI-Generated Content may be incomplete, inaccurate, inappropriate, outdated, misleading, or otherwise erroneous, may contain omissions, and may be unsuitable for a particular purpose.

 

Service Content is provided for general informational purposes only. It is not legal, financial, medical, tax, accounting, investment, or other professional advice, and the service does not provide that advice. The service is a tool to assist Subscriber and is not a substitute for Subscriber’s own independent judgment, review, verification, and decision making, internal review processes, legal, financial, technical, or other due diligence, or review by qualified professionals where appropriate.

 

The Company does not warrant, represent, or guarantee that any AI-Generated Content will be accurate, complete, current, reliable, suitable, lawful, noninfringing, or fit for any particular purpose, or that use of the service will achieve any intended result. The Company has no obligation to monitor, verify, or correct AI-Generated Content, except to the extent expressly required by applicable law.

 

Subscriber is solely responsible for evaluating, reviewing, verifying, and vetting all Service Content, including for accuracy, completeness, timeliness, legality, appropriateness, suitability, errors, omissions, bias, and hallucinations, before relying on, acting upon, publishing, distributing, or otherwise using it, and shall independently determine whether to do so. Subscriber shall implement and maintain appropriate safeguards, oversight, and review procedures; shall ensure that its use of the service and Service Content complies with applicable law, regulations, industry standards, third-party rights, and its internal policies and requirements; and shall not use AI-Generated Content as the sole basis for any decision or action that may have legal, financial, operational, safety, or other material consequences. Subscriber assumes all risk arising out of or relating to its access to, reliance on, publication of, distribution of, or use of Service Content.

 

Subscriber remains solely responsible for all content, instructions, prompts, data, and materials it submits to the service; for all acts and omissions occurring under its account, including those of its personnel, its authorized users, and any person who accesses the service using Subscriber’s credentials or authorization; and for any decisions, actions, or omissions taken in reliance on the service or Service Content.

 

To the maximum extent permitted by applicable law, the Company disclaims any responsibility or liability for Subscriber’s use of, reliance on, or decisions made based on Service Content, except to the extent expressly required by these Terms. The Company shall not be liable for, and Subscriber hereby waives and releases the Company from, any and all claims, demands, liabilities, losses, damages, judgments, penalties, fines, costs, and expenses of any kind, whether direct, indirect, incidental, consequential, special, exemplary, punitive, or otherwise, and whether based in contract, tort, negligence, strict liability, statute, or any other legal or equitable theory, arising out of or relating to Subscriber’s use, reliance on, publication, distribution, reproduction, display, transmission, or other exploitation of Service Content. Without limiting the foregoing, the Company is not responsible or liable for any claim of libel, defamation, infringement, misappropriation, false light, privacy violation, misleading statement, omission, or other harm or consequence alleged to arise from Subscriber’s use of, reliance on, publication of, or distribution of Service Content.

 

Subscriber shall not represent that any Service Content is verified, approved, or endorsed by the Company unless the Company has expressly agreed in writing, and shall comply with all applicable laws, regulations, and third-party rights in its use, publication, and distribution of Service Content.

 

Nothing in these Terms limits any nonwaivable rights or remedies available under applicable law, and this Section is intended to be interpreted to the fullest extent permitted under Texas law and other applicable law.

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6. User Submissions; Ownership

Subscriber represents and warrants that it has all rights, licenses, consents, and permissions necessary to submit, upload, transmit, or otherwise provide any data, questions, prompts, instructions, files, text, images, audio, video, or other materials to the service or any AI functionality made available through the service (collectively, “Submissions”), and to grant the rights described in these Terms, including the rights necessary for the Company and its service providers to use, process, share, and reuse Submissions and Content (defined in Section 9) as contemplated by these Terms. Subscriber is solely responsible for ensuring that Submissions do not infringe, misappropriate, or otherwise violate any intellectual property, privacy, publicity, confidentiality, or other right of any person or entity; that Submissions are not unlawful, defamatory, obscene, infringing, misleading, or otherwise prohibited by these Terms or applicable law; and that Subscriber does not submit any information it is not legally permitted to disclose or that it wishes to keep confidential.

 

To the maximum extent permitted by applicable law, Subscriber hereby irrevocably assigns, transfers, and conveys to the Company all right, title, and interest, including all intellectual property and proprietary rights, in and to the Submissions, whether created, entered, generated, or provided by Subscriber in connection with the service, including any prompts, inputs, configurations, feedback, corrections, and derivative materials based on them. To the extent any such rights cannot be assigned under applicable law, Subscriber hereby grants the Company an exclusive, perpetual, indefinite, irrevocable, worldwide, transferable, sublicensable, royalty-free, fully paid-up license to use, reproduce, host, store, copy, modify, adapt, translate, create derivative works from, distribute, display, perform, transmit, analyze, and otherwise exploit the Submissions for the operation, improvement, development, training, testing, support, security, and commercialization of the service and any related products or services.

 

The Company may use data, prompts, inputs, and outputs submitted to or generated by the service in accordance with these Terms, including to operate, maintain, secure, improve, and develop the service, subject to any applicable confidentiality or data protection obligations. The Company may also use Submissions and any associated metadata, logs, and analytics in de-identified, aggregated, or otherwise anonymized form for any lawful purpose. The Company has no obligation to treat any Submission as confidential unless the Company has expressly agreed in writing to do so.

 

To the extent any moral rights, rights of attribution, or similar rights exist in any Submission or AI-Generated Content, Subscriber hereby waives, and agrees not to assert, any such rights against the Company and its affiliates, licensors, service providers, and successors, to the maximum extent permitted by applicable law.

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7. Data Retention

The Company may retain, maintain, store, archive, reproduce, and otherwise process in its databases and other systems any Submissions, AI-Generated Content, account records, usage logs, communications, transaction records, support records, audit trails, metadata, and other information relating to Subscriber’s use of the service, including information associated with any principal, client, customer, end user, or other person or entity represented by Subscriber, for so long as the Company determines reasonably necessary or appropriate for its business, legal, compliance, audit, security, backup, archival, dispute resolution, and operational purposes, subject to applicable law. Any data, prompts, submissions, or other content entered into the AI engine or otherwise processed through the service may be retained by the Company indefinitely, in its sole discretion.

 

Retained information may remain in the Company’s databases after Subscriber stops representing a principal, ceases using the service, terminates or allows the subscription to expire, or otherwise ends the relationship contemplated by these Terms. The Company has no obligation to delete, erase, return, destroy, purge, or segregate any such information, whether immediately or upon request, except to the extent required by applicable law or by mandatory retention or deletion obligations expressly set forth in these Terms or in a separate written agreement signed by the Company.

 

Upon expiration or termination of Subscriber’s access to the service, the Company may, but is not obligated to, delete or disable access to Submissions or related materials. The Company may retain copies for as long as it determines necessary or desirable for backup, archival, legal, compliance, audit, security, dispute resolution, or business purposes, and may keep copies in backup, archival, or disaster recovery systems for a commercially reasonable period, during which they may not be immediately accessible for ordinary operational use. Any deletion or return, if performed, may occur without notice and in accordance with the Company’s standard retention practices. Any deletion request will be handled in accordance with the Company’s policies in effect at the time and applicable law.

 

The Company may continue to use retained information in aggregated, de-identified, or anonymized form for analytics, service improvement, model training, product development, security, and other lawful business purposes, provided that the use complies with applicable law and the Company’s privacy obligations, if any.

 

Subscriber represents and warrants that it has obtained, or will obtain before providing any information to the service, all notices, consents, permissions, and authorizations necessary for the Company’s retention and processing of that information as contemplated by these Terms, including where the information relates to any third party or principal represented by Subscriber.

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8. Confidential Information

Each party may from time to time disclose or make available to the other party information that is confidential, proprietary, sensitive, or otherwise not generally known to the public, whether oral, visual, written, electronic, machine readable, or in any other form, including business, technical, financial, operational, security, product, customer, pricing, and personal information, and any other information that a reasonable person would understand to be confidential under the circumstances (“Confidential Information”).

 

If Subscriber shares any confidential or sensitive information with the Company, it does so at its own risk, and the Company may, to the extent permitted by these Terms and applicable law, receive, access, collect, store, host, copy, reproduce, transmit, process, analyze, summarize, paraphrase, cleanse, transform, learn from, and otherwise use that information for the purposes of providing, maintaining, securing, improving, developing, and supporting the service, including any AI functionality, and for any other purpose permitted by these Terms. Submissions to the Community are governed by Section 9, and nothing in this Section requires the Company to keep them confidential.

 

The Company shall use commercially reasonable measures, as determined by Company’s sole discretion, designed to protect Confidential Information in its possession or control from unauthorized access, use, disclosure, or destruction. However, the Company does not warrant that Confidential Information will be absolutely secure, and Subscriber acknowledges that no system can be guaranteed to be fully secure.

 

The Company may disclose Confidential Information to its employees, officers, directors, contractors, professional advisers, affiliates, service providers, subprocessors, and other representatives who have a need to know it for purposes consistent with these Terms and who are bound by confidentiality obligations or are otherwise subject to duties of confidentiality no less protective than those in this Section.

 

Confidential Information does not include information that the receiving party can demonstrate by competent written records: (a) is or becomes generally available to the public other than as a result of a breach of these Terms; (b) was lawfully known to the receiving party without restriction before receipt from the disclosing party; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) was independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

 

If the receiving party is required by law, regulation, court order, or governmental request to disclose any Confidential Information, it may do so, provided that, to the extent legally permitted, it gives the disclosing party prompt prior notice and reasonably cooperates, at the disclosing party’s expense, with any effort to seek protective treatment or limit the disclosure.

 

Upon expiration or termination of the subscription term, or earlier upon the disclosing party’s written request, the receiving party shall, subject to applicable law and its ordinary course backup, archival, and legal retention practices, promptly return or destroy the disclosing party’s Confidential Information in its possession or control. The receiving party may retain copies to the extent required by law or for bona fide internal compliance, audit, security, or recordkeeping purposes, in which case the retained information remains subject to this Section.

 

Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an insufficient remedy, and the disclosing party is entitled to seek injunctive or equitable relief, in addition to any other rights or remedies available at law or in equity, without the necessity of posting bond or proving actual damages, to the extent permitted by applicable law. This Section survives expiration or termination of these Terms for so long as the information remains Confidential Information under this Section or applicable law.

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9. Sharing and Reuse of Content

To the extent permitted by applicable law and subject to the restrictions in these Terms, the Company may collect, review, process, paraphrase, cleanse, normalize, aggregate, de-identify, anonymize, summarize, transform, and otherwise use Submissions, AI-Generated Content, and any other content derived from or associated with Submissions (collectively, “Content”) to operate, maintain, secure, improve, develop, train, test, and support the service and related products and services, and for any other lawful business purpose determined by the Company in its discretion.

 

Subscriber consents to the Company sharing Content, including paraphrased, cleansed, aggregated, de-identified, anonymized, or otherwise transformed versions of Content, with other subscribers and third parties, in a manner the Company determines appropriate in its discretion and consistent with applicable law. The Company may remove, redact, modify, or suppress any information it deems necessary or desirable before sharing Content. To the extent Content includes personal data, sensitive information, or Confidential Information, the Company may process it only as permitted by applicable law and the Company’s privacy practices, and may de-identify or anonymize it before sharing. The Company is not required to disclose to Subscriber the identity of any other subscriber or third party with whom Content is shared, except to the extent required by applicable law.

 

Subscriber grants the Company a worldwide, perpetual, indefinite, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use, reproduce, modify, adapt, translate, create derivative works from, distribute, display, perform, store, transmit, disclose, and otherwise exploit Content in connection with the service and the Company’s business, subject to applicable law and any nonwaivable restrictions under these Terms. This license survives termination or expiration of the subscription term and any renewal term, and the rights granted to the Company under this Section continue with respect to Content retained, processed, or shared before termination or expiration, subject to applicable law and the Company’s data retention practices. If the Company removes or anonymizes Content, it may continue to use the resulting de-identified or anonymized information without restriction, to the extent permitted by applicable law.

 

Nothing in this Section requires the Company to use, retain, or share any Content, and the Company may refuse to share, remove, or discontinue use of any Content at any time in its discretion. The Company has no obligation to monitor Content for accuracy, legality, or suitability and is not liable for any use of Content by other subscribers or third parties, except to the extent caused by the Company’s gross negligence or willful misconduct, or as otherwise prohibited by applicable law.

 

Subscriber acknowledges and agrees that anything Subscriber submits to or through the Community may be paraphrased, cleansed, and shared with other subscribers and third parties as described in this Section; will be retained by the Company permanently, including after Subscriber stops representing the applicable principal or ends its subscription; and is owned by the Company as provided in these Terms. The Company may, but is not obligated to, review, filter, edit, remove, or refuse to share any Submission in the Community at any time. Subscriber shall not submit to the Community any information that Subscriber does not want shared. Notices in the Company’s welcome and Community emails restating this paragraph are provided for convenience and do not limit these Terms.

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10. Intellectual Property

As between the parties, the Company owns and retains all right, title, and interest, including all intellectual property rights, in and to the service, the software underlying the service, the user interface and experience, workflows, processes, methods, know-how, algorithms, models, prompts, system architecture, data structures, databases, documentation, training materials, templates, designs, graphics, logos, trademarks, service marks, trade names, trade dress, and all other materials, content, and technology made available by or on behalf of the Company in connection with the service (collectively, “Company Materials”), together with all modifications, enhancements, improvements, derivative works, and updates, whether created before, on, or after the effective date of these Terms. The Company also owns all right, title, and interest in the AI models, systems, and configurations used in the service and in all AI-Generated Content created or delivered by or through the service, excluding only any preexisting intellectual property of Subscriber expressly identified in writing as such.

 

Except for the limited rights expressly granted to Subscriber under these Terms, no license or other rights are granted by implication, estoppel, waiver, or otherwise, and all rights not expressly granted are reserved by the Company.

 

Subscriber retains all right, title, and interest in its preexisting materials, including its trademarks, logos, data, content, and other materials submitted to or used with the service, excluding any Company Materials or third-party materials incorporated in them, and nothing in these Terms transfers ownership of Subscriber’s preexisting intellectual property to the Company. However, Subscriber grants the Company, including for the benefit of its service providers, a worldwide, royalty-free, fully paid-up, nonexclusive, transferable, sublicensable license to use, reproduce, host, store, process, transmit, display, perform, distribute, modify, and create derivative works from Submissions and Content solely to the extent necessary to provide, operate, maintain, secure, support, and improve the service, generate and deliver AI-Generated Content, develop and improve the Company’s products and services, comply with law, enforce these Terms, and as otherwise permitted by these Terms and applicable law.

 

As between the parties and to the extent permitted by applicable law, Subscriber may use AI-Generated Content subject to the restrictions in these Terms, provided that the use does not infringe any third party’s rights, violate law, or misrepresent AI-Generated Content as human authored where disclosure is required.

 

If Subscriber provides any feedback, suggestions, ideas, enhancement requests, or recommendations regarding the service, Subscriber hereby assigns to the Company all right, title, and interest in that feedback, including all intellectual property rights in it, without further consideration, and the Company may use, disclose, reproduce, license, distribute, and otherwise exploit the feedback for any purpose without restriction or obligation to Subscriber.

 

A breach of this Section may cause irreparable harm for which monetary damages may be an insufficient remedy, and the nonbreaching party is entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, subject to applicable law.

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11. Termination by Subscriber

Subscriber may cancel the subscription at any time through the account settings or any other cancellation method the Company makes available from time to time, including by contacting the Company through the support channels it designates. Unless otherwise required by applicable law, cancellation takes effect at the end of the billing cycle or subscription term then in effect, and Subscriber remains responsible for all fees, taxes, and other amounts accrued through the effective date of cancellation. Subscriber is responsible for ensuring that any cancellation request is properly submitted and received by the Company.

 

Upon cancellation, the Company will stop charging Subscriber for future renewal terms and billing cycles, but cancellation does not entitle Subscriber to any refund, credit, or proration except to the extent expressly required by applicable law or expressly stated in these Terms. Subscriber’s access to the service continues, if at all, only until the effective date of cancellation or the end of the current paid period, whichever is later.

 

If Subscriber cancels during any trial period, the cancellation is effective immediately or at the end of the trial period, as specified by the Company, and Subscriber will not be charged for a paid subscription unless Subscriber affirmatively elects to continue into a paid subscription in accordance with the Company’s procedures in effect at the time.

 

Cancellation does not require the Company to delete, return, or otherwise remove any retained Content, including Submissions, AI-Generated Content, or other data or materials, which the Company may retain and use as permitted by these Terms (including Section 7) and applicable law, including for legal, compliance, security, backup, audit, and operational purposes.

 

Upon expiration or termination of Subscriber’s right to use the service, the rights granted to Subscriber under these Terms immediately cease, except as otherwise expressly stated in these Terms. Provisions that by their nature should survive cancellation or expiration, including accrued payment obligations, confidentiality obligations, restrictions on use of Company Materials, ownership and intellectual property provisions, disclaimers, limitations of liability, dispute resolution provisions, and rights or obligations relating to retained Content, survive to the extent necessary to give them effect.

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12. Governing Law; Venue; Jurisdiction

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the service, the parties’ relationship, or the interpretation, enforcement, breach, termination, or validity of these Terms, whether sounding in contract, tort, statute, or otherwise, are governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of laws rules that would require or permit the application of the laws of any other jurisdiction.

 

The parties irrevocably agree that the state courts located in Harris County, Texas and, to the extent federal jurisdiction exists, the United States District Court for the Southern District of Texas have exclusive venue and jurisdiction over any such dispute, claim, or controversy. Each party irrevocably submits to the personal jurisdiction of those courts and waives any objection based on lack of personal jurisdiction, improper venue, forum non conveniens, or any similar doctrine.

 

Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information, intellectual property, Company Materials, service, or other rights, without the necessity of posting a bond or other security and without proving actual damages, to the extent permitted by applicable law, and doing so is not a waiver of the exclusive venue provisions above for other claims.

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Each party waives, to the fullest extent permitted by applicable law, any right to a jury trial in any action or proceeding arising out of or relating to these Terms.

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13. Notices.

Notices from the Company. The Company may give notice to Subscriber by email to the address associated with Subscriber’s account, by posting the notice within the service or on the Company’s website, or by any other method the Company reasonably determines will provide notice to Subscriber. Notice given by email or posting is effective when sent or posted. Notice given by mail is effective three business days after mailing. Subscriber is responsible for keeping its account contact information current, and notice sent to the most recent contact information on file is effective even if it is not received or read.

 

Notices from Subscriber. Except for cancellation requests, which must be submitted as provided in Section 11, notices to the Company must be in writing and sent by certified mail, return receipt requested, to 3589 Orion Drive, Brenham, Texas 77833, Attention: Managing Member. Notice is effective upon delivery or refusal of delivery.

 

Changes. The Company may change its address for notices by giving notice to Subscriber under this Section.

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14. Miscellaneous

These Terms constitute the entire agreement between the parties with respect to their subject matter and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to that subject matter. If these Terms conflict with any order form, statement of work, purchase order, or other document, these Terms control unless the other document expressly states that it amends these Terms and is signed by an authorized representative of the Company.

 

The Company may update, modify, or amend these Terms from time to time to the extent permitted by applicable law. Unless otherwise required by law, any update becomes effective upon the earlier of (a) the date specified by the Company in a notice to Subscriber or (b) Subscriber’s continued access to or use of the service after the effective date of the update. If a change materially and adversely affects Subscriber’s rights or obligations, the Company will provide notice in a commercially reasonable manner before the change takes effect, and Subscriber’s sole remedy, if any, is to discontinue use of the service before the effective date of the change, subject to any applicable cancellation rights expressly set forth in these Terms.

 

If any provision of these Terms is held to be invalid, illegal, or unenforceable in any respect under applicable law, or is inconsistent with applicable law, that provision will be enforced to the maximum extent permissible and, if it cannot be enforced as written, will be deemed modified to the minimum extent necessary to make it valid, legal, enforceable, and compliant with applicable law, while preserving, to the fullest extent possible, the parties’ original intent. If a provision is determined to be incapable of modification, it will be severed and the remainder of these Terms will continue in full force and effect. These Terms are to be interpreted consistently with applicable law in Texas, without regard to conflict of laws principles to the extent permitted.

 

No failure or delay by either party in exercising any right, power, or remedy under these Terms operates as a waiver of it, and no single or partial exercise of any right, power, or remedy precludes any other or further exercise of it. Any waiver must be in writing and signed by the party granting it.

Subscriber’s affirmative electronic assent to these Terms, including by checking a box, clicking to accept, or using the Community, constitutes Subscriber’s agreement to be bound by them, and no handwritten or other signature is required. Electronic assent and electronic records of that assent, including records maintained by the Company, are valid and binding to the fullest extent permitted by applicable law. The service may be provided and accessed electronically, and notices, disclosures, and communications relating to these Terms may be delivered electronically unless these Terms require a different method of notice or applicable law requires otherwise.

 

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Subscriber has no authority to bind the Company, and the Company has no authority to bind Subscriber, except as expressly provided in these Terms.