If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the Customer and you represent that you have the power and authority to bind that organization to this Agreement.
1.1 "Authorized User" means an individual who is authorized by Customer to use the Service under Customer's account.
1.2 "Customer Data" means information submitted by an Authorized User through the Service, including all associated job information, messages, attachments, files, tasks, daily logs, invoices, photographs, videos, client information, and other similar content.
1.3 "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
1.4 "Improvements" means new versions, features, functionality, enhancements, upgrades, error corrections, and bug fixes to the Service. Certain Improvements may incur additional Subscription Fees.
1.5 "Order Form" means an ordering document or an online order provided by email or through the Service interface specifying the Service to be provided by JobTread to Customer under this Agreement.
1.6 "Service" means JobTread's construction project management software as a service platform, including any Improvements.
1.7 "Subscription" means the access to the Service purchased by Customer as set forth in an applicable Order Form specifying the term of service (“Subscription Term”), number of Authorized Users, and applicable fees (“Subscription Fees”).
2. The Service
2.1 Access Rights. JobTread hereby grants Customer a non-exclusive, non-transferable (except as specifically permitted in this Agreement), revocable right to access and use the Service to facilitate project management for Customer’s projects including interaction with Customer’s clients, vendors, suppliers, and subcontractors, pursuant to the terms of this Agreement, during the applicable Subscription Term.
2.2 Usage Restrictions. Customer shall not (a) make the Service available to, or use the Service for the benefit of, anyone other than Customer and its Authorized Users; (b) rent, sublicense, re-sell, assign, transfer, distribute, time share, or similarly exploit the Service; (c) reverse engineer, copy, modify, adapt, hack, or otherwise attempt to gain unauthorized access to the Service; (d) access the Service or JobTread's Confidential Information to build a competitive product or service; (e) alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Service; (f) allow Authorized User Subscriptions to be shared or used by more than one individual Authorized User (except that Authorized User Subscriptions may be reassigned to new Authorized Users replacing individuals who no longer use the Service for any purpose); (g) use any software, devices, scripts, crawlers, robots, or other automated processes to copy, scrape, or systematically acquire any content contained within the Service without the express written consent of JobTread, or (h) access or use the Service: (1) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (2) in violation of applicable laws; (3) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, or scripts; or (4) in a manner that interferes with or disrupts the integrity or performance of the Service (or the data contained therein).
2.3 Protection of Customer Data. JobTread shall implement and maintain industry standard administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion, and disclosure of Customer Data by our personnel.
2.4 Suspension. JobTread may suspend the account of any Authorized User who (a) violates this Agreement; or (b) uses the Service in a manner that JobTread reasonably believes may cause a security risk, a disruption to others' use of the Service, or liability for JobTread.
3.1 Customer. Customer warrants that (a) this Agreement is legally binding upon it and enforceable in accordance with its terms; (b) it has obtained all legally required consents and permissions from Authorized Users for the submission and processing of any and all data submitted through the Service including, but not limited to personal data; (c) the transfer and processing of Customer Data under the agreement complies with all applicable laws; and (d) all identifying information about Customer including, but not limited to Customer name, business address, and credit card information is true and accurate.
3.2 JobTread. JobTread warrants that (a) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (b) its performance hereunder will not conflict with any other agreements with third parties.
3.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND JOBTREAD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE AND NON-INFRINGEMENT NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE AND JOBTREAD DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S NEEDS. CUSTOMER ACKNOWLEDGES THAT JOBTREAD DOES NOT WARRANT THAT THE SERVICE WILL BE UNITERRUPTED, TIMELY, SECURE, OR ERROR-FREE. JOBTREAD IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE, AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD-PARTY HOSTING SERVICE PROVIDERS. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY IN ALL CIRCUMSTANCES. JOBTREAD DOES NOT WARRANT THAT THE SERVICE WILL BE COMPATIBLE WITH ALL DEVICES. IF THE SERVICE IS ACCESSED THROUGH A MOBILE DEVICE, THE RELEVANT WIRELESS SERVICE CARRIER MAY CHARGE APPLICABLE DATA RATES AND RELATED FEES.
3.4 Device and Wireless Carrier Disclaimers. While JobTread attempts to provide the Service to all Authorized Users, use of the Service may be limited due to conditions outside of JobTread's control. As a result, not all advertised features may be available at all times. Some of these conditions include, but are not limited to, the following: an Authorized User’s mobile device or their wireless carrier may limit the features available. Data or messaging plans may limit certain use of the Service. An Authorized User’s wireless, voice and/or data signal may make access to the Service or some of its features intermittent or unavailable. The Service may not be available in some geographic locations.
JobTread is not liable, and expressly disclaims any representations or warranties, regarding access to the Service through a particular wireless carrier, network, or plan, on a particular device, or in a particular location. Customer and its Authorized Users are each solely responsible for any and all costs each party incurs to access the Service through their own mobile or other computing device.
4. Fees and Payment
4.1 Subscription Fees. Customer's Subscription Fees are set forth in the applicable Order Form delivered to Customer by JobTread. All Subscription Fees are subject to change upon notice. Customer shall pay all Subscription Fees when due and is responsible for providing complete and accurate billing information to JobTread. If such Subscription Fees are paid by credit card or other electronic means, Customer authorizes JobTread to charge such Subscription Fees using Customer's selected payment method. Payment obligations are non-cancelable, and Subscription Fees paid are non-refundable unless otherwise expressly provided for herein. The number of Authorized Users purchased under a Subscription cannot be decreased during the applicable Subscription Term. JobTread reserves the right to suspend Customer's account, in addition to all of its other available rights and remedies, in the event that Customer's account becomes overdue. Suspension shall not relieve Customer's obligation to pay all amounts due.
4.2 Auto-Renewal. Customer agrees that its Subscription will automatically renew after the initial Subscription Term (the "Renewal Date") at the then-current Subscription Fees. Customer authorizes JobTread to automatically charge Customer for the Subscription Fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with this Agreement. If Customer wishes to reduce the number of Authorized Users or cancel the Service, it must do so prior to the Renewal Date in order to avoid being charged the applicable Subscription Fees on the Renewal Date. Customer can cancel its Subscription any time by emailing support@JobTread.com; however, if Customer cancels its Subscription during the Subscription Term, Customer will not be issued a refund and the Subscription will terminate on the next applicable Renewal Date.
4.3 Taxes. Any Subscription Fees charged to Customer are exclusive of taxes. Except for those taxes based on JobTread's net income, Customer shall be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties.
4.4 Future Features and Functionality. Customer acknowledges and agrees that any purchases under this Agreement are not contingent upon the delivery of any future feature or functionality or dependent upon any oral or written public or private comments made by JobTread regarding future features or functionality.
5. Term and Termination
This Agreement commences on the date of the Order Form and shall remain in effect until the Subscription has expired or been terminated. Either party may terminate this Agreement if the other party: (a) is in material breach of this Agreement and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party, except that termination will take effect upon notice in the event of a breach of Section 2.2 (Usage Restrictions); or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days. Upon expiration or termination of this Agreement for any reason, all Subscriptions and rights granted to Customer under this Agreement shall immediately terminate, and JobTread may immediately deactivate Customer's account. In no event will any termination relieve Customer of the obligation to pay any Subscription Fees accrued or payable to JobTread. The following sections shall survive expiration or termination of this Agreement: Section 1 (Definitions), Section 2.2 (Usage Restrictions), Section 3 (Warranties), Section 4.1 (Subscription Fees), Section 4.3 (Taxes), Section 5 (Term and Termination), Section 6 (Confidentiality), Section 7 (Intellectual Property Rights), Section 8 (Indemnification), Section 9 (Liability), Section 10 (Use Outside the United States of America), and Section 11 (Miscellaneous).
6.1 Definition of Confidential Information. During the course of performance under this Agreement, each party may make available to the other party information that is not generally known to the public and at the time of disclosure is either identified as or should reasonably be understood by the receiving party to be, proprietary or confidential (the "Confidential Information"). Confidential Information specifically includes, but is not limited to, the Service, Order Form(s) entered into by the parties, Customer Data, results, business plans, project plans and roadmaps, schedules, forecasts, purchase orders, billing, financial information and fee structures, business processes, methods and models, and technical documentation. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.
6.2 Protection of Confidential Information. Except with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party's Confidential Information to its employees who have a strict need to access the Confidential Information for the purpose of performing under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. Either party may disclose the terms of this Agreement to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations no less protective than those set forth herein.
6.3 Equitable Relief. The receiving party acknowledges that the remedy at law for breach of this Section 6 may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Section 6 by the receiving party to enforce the terms and provisions of this Section 6 in addition to any other remedy to which the disclosing party is entitled at law or in equity.
6.4 Compelled Disclosure. The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding; provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to such access or disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures. If the receiving party is compelled by law to access or disclose the disclosing party's Confidential Information as part of a civil proceeding to which the disclosing party is a party, the disclosing party will reimburse the receiving party for the reasonable costs of compiling and providing secure access to such Confidential Information. Receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
6.5 Sensitive/Personal Information. Customer agrees that it shall not use the Service to send or store personal information subject to special regulatory or contractual handling requirements (e.g., Payment Card Industry Data Security Standards, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act, and any similar data protection laws) including without limitation: credit card information, credit card numbers and magnetic stripe information, social security numbers, driver's license numbers, passport numbers, government issued identification numbers, health-related information, biometric data, financial account information, personally identifiable information collected from children under the age of 13 or from online services directed toward children, and information deemed "sensitive" under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs).
7. Intellectual Property Rights
7.1 Customer. Customer owns all right, title, and interest in and to Customer Confidential Information and Customer Data, including all related Intellectual Property Rights. Customer grants JobTread and its authorized third party service providers a worldwide, non-exclusive, royalty-free license to host, copy, access, process, transmit, and display Customer Data: (a) to maintain, provide, and improve the Service and perform under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; (c) to investigate in good faith an allegation that an Authorized User that may be in violation of this Agreement; or (d) at Customer's direction or request. Notwithstanding anything set forth herein to the contrary, JobTread may also collect information from the Service related to or arising from Customer's use of the Service. Such information may include personally identifiable information; provided that, JobTread agrees to remove or anonymize all personally identifiable information included in such data before disclosing such information to any third party. JobTread may use such collected information to improve its product offerings and services as well as share it with third party affiliates to develop new product offerings and services.
7.2 JobTread. JobTread owns and will continue to own all right, title, and interest, including all related Intellectual Property Rights, in and to its Confidential Information and the Service, including any Improvements, enhancements, customizations, or modifications thereto.
7.3 Suggestions. JobTread welcomes feedback from its Customers about the Service. If Customer (including any Authorized User) provides JobTread with any ideas, suggestions, documents, proposals or feedback regarding the Service ("Feedback"), Customer agrees as follows: (i) Customer grants JobTread an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, disclose, prepare derivative works, publish, reproduce, sublicense, or otherwise distribute and exploit the Feedback without restriction or any obligation to Customer or Authorized User, (ii) the Feedback does not contain any Confidential Information of third parties, and (iii) JobTread is under no obligation of confidentiality, express or implied, with respect to the Feedback.
8.1 Customer. Customer shall indemnify, hold harmless and defend JobTread and its employees, officers, and directors (together, the "JobTread Indemnified Parties") from and against any third party claims, actions, proceedings, suits and demands brought against the JobTread Indemnified Parties, and against all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, settlement costs and reasonable attorneys' fees) incurred by the JobTread Indemnified Parties arising out of or relating to: (i) Customer's breach of any term or condition of this Agreement, (ii) Customer's use of the Service, (iii) Customer's unauthorized use of the Service, or (iv) Customer's use, posting, uploading or transmission of Customer Data. JobTread will provide prompt notice to Customer of any indemnifiable claim against JobTread. Customer will undertake, at Customer's own cost, the defense of any claim, suit, or proceeding with counsel reasonably acceptable to JobTread. JobTread reserves the right to participate in the defense of the claim, suit or proceeding, at JobTread's expense, with counsel of JobTread's choosing.
8.2 JobTread. JobTread will indemnify, defend, and hold harmless Customer and its employees, officers, and directors (together the "Customer Indemnified Parties") from and against all liabilities, damages, costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against the Customer Indemnified Parties to the extent the claim is based on an allegation that the Service infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will JobTread have any obligations or liability under this Section arising from: (i) Customer's use of the Service other than as permitted under this Agreement; or (ii) use of the Service in a modified form.
8.3 Potential Infringement. If the Service becomes, or in JobTread's reasonable judgment is likely to become, subject to a claim of infringement, then JobTread may in its sole discretion: (a) obtain the right, at JobTread's expense, for Customer to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Service so that it is no longer infringing. If JobTread, in its sole reasonable judgment, determines that none of the above options are commercially reasonable, then JobTread may suspend or terminate Customer's use of the Service, in which case JobTread's sole liability shall be to provide Customer with a prorated refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term.
8.4 Indemnification Process. The party seeking indemnification must provide prompt notice to the indemnifying party concerning the existence of an indemnifiable claim and must provide the indemnifying party with all information and assistance reasonably requested and otherwise cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice does not constitute a waiver of a party's right to indemnification and shall affect the indemnifying party's obligations under this Agreement only to the extent that the indemnifying party's rights are materially prejudiced by such failure or delay. The indemnifying party shall have full control and authority over the defense of any claim. However, any settlement requiring the party seeking indemnification to admit liability or make any financial payment shall require such party's prior written consent.
9.1 Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 ("INDEMNIFICATION"), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE AGGREGATE SUBSCRIPTION FEES PAID BY CUSTOMER FOR THE SERVICE DURING THE PREVIOUS SIX (6) MONTHS. CUSTOMER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE TERMINATION (WITHOUT REFUND) AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
9.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL JOBTREAD HAVE ANY LIABILITY TO CUSTOMER, ITS AUTHORIZED USERS, OR ANY THIRD PARTY FOR ANY (A) LOST PROFITS, LOST REVENUES, LOSS OF USE, OR LOSS OF DATA OR INFORMATION (B) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, (C) BODILY INJURY OR EMOTIONAL DISTRESS, OR (D) REPUTATIONAL HARM, HOWEVER CAUSED, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT JOBTREAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. Use Outside the United States
The Service is controlled and operated by JobTread from its offices in the United States of America. Except as explicitly set forth herein, JobTread makes no representations that the Service is appropriate for use in other jurisdictions. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with local laws.
11.1 Governing Law; Venue. This Agreement and any disputes arising under it will be governed by the laws of the State of Texas without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in Dallas, Texas. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.
11.2 MANDATORY ARBITRATION AND PROHIBITION ON CLASS ACTIONS. PLEASE READ THIS SECTION CAREFULLY. IT EXPLAINS THE TERMS UPON WHICH CUSTOMER IS WAIVING ITS RIGHT TO BRING CLAIMS ARISING UNDER THIS AGREEMENT IN A COURT OF LAW OR TO HAVE A JURY RESOLVE ANY DISPUTES HEREUNDER. Except if applicable laws require otherwise, the parties hereto agree and understand that any dispute or claim related to Customer or its Authorized Users shall be referred to final and binding arbitration, and not to a court of law.
The Federal Arbitration Act and federal arbitration law apply to this agreement.
Any arbitration proceeding will take place in the State of Texas, City of Dallas, subject to the laws of the State of Texas and will otherwise be governed by the then-current commercial arbitration rules of the American Arbitration Association, and the parties hereto expressly waive their rights, if any, to have any such matters heard by a court or jury, or administrative agency whether federal or state. The parties in any arbitration to enforce this Agreement or remedy its breach will equally share the costs associated with such arbitration proceedings; provided, that, each party shall pay its own attorney's fees. Within fourteen (14) days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association.
All parties agree that any dispute resolution proceedings (including any arbitrations and any court proceedings) will be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class actions and class arbitrations are prohibited. If for any reason a claim proceeds in court rather than in arbitration, both parties waive any right to a jury trial. The parties also agree that Customer and JobTread may bring suit in court to enjoin infringement or other misuse of Intellectual Property Rights.
11.3 Notice. JobTread may give notices to Customer related to the Service through email, text, in-app notifications, or by posting them on the JobTread website or through the Service and such electronic notices shall satisfy any legal requirement that such notices be made in writing. Notices of a legal nature may be sent to Legal@JobTread.com.
11.4 Publicity. JobTread may include Customer's name and logo in JobTread's online customer list and in print and electronic marketing materials.
11.5 Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Agreement. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. Without limiting this Section, a Customer's Authorized Users are not third-party beneficiaries to Customer's rights under this Agreement.
11.6 Force Majeure. JobTread shall not be liable to Customer for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to events which are beyond the reasonable control of JobTread, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions, interruption or failure of the Internet or any utility service, failures in third-party hosting services, and denial of service attacks (each a "Force Majeure Event"). JobTread shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof). JobTread shall post the status of the Force Majeure Event and make reasonable efforts to mitigate the effects of the event.
11.7 Severability; No Waiver. In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
11.8 Assignment. Neither this Agreement nor any of the rights and licenses granted under this Agreement may be transferred or assigned by either party without the other party's express written consent (not to be unreasonably withheld or delayed); provided, however, that either party may assign this Agreement and all Order Forms under this Agreement upon written notice without the other party's consent to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the non-assigning party. Any other attempt to transfer or assign this Agreement will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
11.9 Modifications. JobTread reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the use of the Service, at any time, by posting the new terms on the Service and/or JobTread’s website. Customer acknowledges and agrees that its access to or use of the Service is governed by the then-current Agreement that is effective at the time of Customer's access to or use of the Service. Customer should revisit this Agreement on a regular basis as revised versions will be binding upon Customer. Any such modification will be effective upon JobTread's posting of such new terms.
11.10 Third-Party Services. The Service may use or provide access to one or more third-parties to process payments, process account or user registrations, or provide other services, such as web hosting. The use of such third-party services is subject to the third-party's terms of service. Any disputes arising regarding a third-party's services must be resolved directly between Customer and the third-party. JobTread disclaims all warranties or representations regarding any third-party services. JobTread, in its sole discretion, and without notice to Customer, may subcontract any Services to be performed by a third-party.
11.12 Entire Agreement. This Agreement and any Order Form(s) hereunder, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous representations, understandings and agreements, whether written or oral, with respect to its subject matter. The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this agreement, express or implied, except for the representations and warranties set forth in this Agreement. To the extent of any conflict or inconsistency between the provisions of the Agreement and any Order Form, the Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process, web portal, or any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.