Corporate Service Agreement

Last Revised: November 17th, 2022

THIS SERVICES AGREEMENT (“Agreement”) is entered into by and between Foreclosure Cleaning Solutions, LLC., together with its subsidiaries and affiliates (individually and collectively, “Company” or the “Services Provider”), and the entity customer identified in the Service Order as the “Customer.” Each party is sometimes referred to herein as a “Party,” and collectively, together, as the “Parties.” This Agreement shall be effective as of the date Company and Customer accepts both this Agreement and Company’s Service Order (the “Effective Date”).

WHEREAS, Company operates the “Services,” comprising a technology platform that enables users of Company’s provided mobile applications or websites (each, an “Application”) to arrange and schedule waste, refuse or bulky item or recycling, removal, moving and/or logistics services with third-party providers of such services (“Third-Party Providers”), including independent third-party moving providers and third-party logistics providers under agreement with Company or its subsidiaries; and

WHEREAS, Customer desires to retain the Services on an ongoing basis from Company for Customer’s facilities as designated in the Service Order (the “Premises”); and

WHEREAS, Company desires to render the Services at the Premises;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound do hereby agree as follows:

1.1 Performance; Service Order. Company, via a Third-Party Provider, will perform the Services at the Premises in accordance with the terms set forth herein. Services to be performed hereunder must be specifically authorized through the execution or acceptance of Company’s “Service Order.” Unless otherwise agreed by the parties in writing, each Service Order shall include the following information: (a) the location of the Premises; (b) a description of the Services to be performed; (c) the obligations of Customer in connection with such Services, including payment obligations; (d) the commencement and completion dates of the Services; and (e) a statement that the Service Order is entered into pursuant to this Agreement, and that the terms of this Agreement are incorporated into the Service Order by reference. Each Service Order shall be deemed, upon its execution or acceptance, to be incorporated into this Agreement. In interpreting this Agreement, in the event of any ambiguity or conflict between the terms, definitions or obligations of this Agreement and any Service Order, the terms of this Agreement shall control, unless expressly stated otherwise in the Service Order. This Agreement, together with the Service Order, replaces and supersedes Company’s Terms of Services.

1.2 Customer acknowledges that Company does not provide waste management or function as a waste management carrier. The Company’s Services may be used by Customer to request and schedule waste management services with Third-Party Providers in accordance with the terms of this Agreement and a Service Order. Customer agrees that Company has no responsibility or liability to Customer related to any waste management provided to Customer by Third-Party Providers through the use of the Services other than as expressly set forth in this Agreement and the Service Order. Company does not guarantee the suitability, safety, or ability of Third-Party Providers. It is solely Customer’s responsibility to determine if a Third-Party Provider will meet Customer’s needs and expectations. Company will not participate in disputes between Customer and a Third-Party Provider. 1.3 By using the Services, Customer acknowledges it may be exposed to situations involving Third-Party Providers that are potentially unsafe, offensive, harmful to minors, or otherwise objectionable, and that use of Third-Party Providers arranged or scheduled using the Services is at Customer’s own risk and judgment. Company shall not have any liability arising from or in any way related to Customer’s transactions or relationship with Third-Party Providers.

2.1 License; Restrictions. Subject to Customer’s full and continued performance of its obligations under this Agreement, together with any Service Order, Company grants to Customer a limited, non-exclusive, non- sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on Customer’s own device solely in connection with Customer’s use of the Services; and (ii) access and use any content, information, and related materials that may be made available through the Services, in each case solely for Customer’s limited use strictly in accordance with this Agreement. Any rights not expressly granted herein are reserved by Company and Company’s licensors.

2.2 Company agrees that it will not take, or permit to be taken, any of the following actions:

a. Remove any copyright, trademark, or other proprietary notices from any portion of the Services;

b. Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Services except as expressly permitted by Company;

c. Sublease or sublicense the Services, or bundle or incorporate the Services into an offering to others.

d. Decompile, reverse engineer, or disassemble the Services except as may be permitted by applicable law;

e. Link to, mirror, or frame any portion of the Services;

f. Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or

g. Attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

3. Use of Services.

a. Other Services and Content. The Services may be made available or accessed in connection with content provided by other entities (including advertising) that Company does not control. Customer acknowledges that different terms may apply to its use of such entities and content. Company does not endorse such entities and content and in no event shall Company be responsible or liable for any products or services of such entities.

b. User Requirements and Conduct. The Service is not available for use by persons under the age of 18. Customer may not authorize third parties to use Customer’s account and may not allow persons under the age of 18 to receive waste management services from Third Party Providers. Customer may not assign or otherwise transfer its account with Company to any other person or entity. Customer agrees to comply with all applicable laws, regulations, and ordinances when using the Services, including but not limited to any laws, ordinances or rules (including without limitation the rules of any applicable home owners association or condominium owners association), or orders relating to Customer’s mandatory maintenance of waste management services. Customer further acknowledges that it may only use the Services for lawful purposes, and that this limitation will exclude certain types of materials from the Services, including without limitation the transport of unlawful or hazardous materials. Company grants Third Party Service Providers a license to enter onto the Premises for the purpose of providing the Services. Customer will not, in using the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third-Party Provider or any other party. In certain instances, at its discretion, Company may require Customer to provide proof of identity to access or use the Services, and Customer agrees that it may be denied access or use of the Services if Customer refuses to provide proof of identity. Company’s Services are designed for on-demand waste management, and not for personal transport. Any driver who transports Customer during the transaction is doing so completely under their own personal insurance and liability. This is not a service that Company provides. Any such use for personal transport constitutes a material breach of this Agreement. In the event of any breach by Customer of any provision of this Section 3(b), Customer shall pay to Company liquidated damages, as specified in Section 10. Any breach by Customer of this Section shall be deemed a material breach.

c. Text Messaging. Customer understands that it may receive informational text (SMS) messages as part of the normal business operation of Customer’s use of the Services. Customer acknowledges that opting out of receiving text (SMS) messages may impact your use of the Services.

d. Promotional Codes. Company may, in its sole discretion, create promotional codes that may be redeemed for account credit or other features or benefits related to a Third-Party Provider’s services, subject to terms that Company establishes on a per promotional code basis (“Promo Codes”). Customer agrees that Promo Codes: (i) must be used only for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by Company; (iii) may be disabled by Company at any time for any reason without liability to Company; (iv) may only be used pursuant to the specific terms established by Company for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to Customer’s use. Company reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by Customer in the event that Company determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement.

e. User-Provided Content. Company may, in its sole discretion, permit Customer from time to time to submit, upload, publish or otherwise make available to Company through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by Customer remains your property. However, by providing User Content to Company, Customer grants to Company a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Company’s business and on third-party sites and services), without further notice to or consent from Customer, and without the requirement of payment to Customer or any other person or entity. Customer represents and warrants that: (i) Customer is either the sole and exclusive owner of all User Content or has all rights, licenses, consents and releases necessary to grant Company the license to the User Content as set forth above; and (ii) neither the User Content nor Customer’s submission, uploading, publishing or otherwise making available of such User Content nor Company’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Customer agrees to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Company in its sole discretion, whether or not such material may be protected by law. Company may, but shall not be obligated to, review, monitor, or remove User Content, at Company’s sole discretion and at any time and for any reason, without notice to Customer.

f. Network Access and Devices. Customer is responsible for obtaining and maintaining the data network access necessary to use the Services. Customer’s mobile network’s data and messaging rates and fees may apply if the Services are accessed or the Services from a wireless-enabled device. Customer is responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Company does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. Ownership; Publicity Right.

a. Ownership. The Services and all rights therein are and shall remain Company’s property or the property of Company’s licensors. Neither this Agreement nor your use of the Services convey or grant to Customer any rights: (i) in or related to the Services except for the limited license granted in Section 2, above; or (ii) to use or reference in any manner Company’s company names, logos, product and service names, trademarks or services marks or those of Company’s licensor.

b. Publicity. Customer hereby grants to Company the right and license to reference Customer’s name, logo and trademark, as well as other information pertaining to the provision and results of the services, solely for the purpose of publicity and inclusion in Company marketing materials, including but not limited to Company’s on website and social media pages. In addition, Customer agrees to assist the Company in creating and disseminating press releases and case studies regarding the Services.

5. Consideration. Customer agrees to pay Company the fees as specified in any Service Order between Customer and Company. Payment is due within seven (7) days following provision of the Services. In the event Customer fails to make timely and complete payments in accordance with any Service Order, following notice and opportunity to cure as set forth in Section 8, then Customer shall pay liquidated damages to Company as set forth in Section 10. In addition, In the event Customer fails to pay such amounts when due, Dimension reserves the right to suspend or terminate access to the Services. In addition, if Customer fails to pay any amounts due under this Agreement by the due date, Dimension will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until Customer pays all amounts due. Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for payment of all Taxes associated with its purchases hereunder (excluding taxes based on Dimension’s net income or property), and any related penalties and interest. Customer will, upon request, provide Dimension with official receipts issued by appropriate taxing authorities, or such other evidence as Dimension may reasonably request, to establish that such Taxes have been paid. Except as expressly set forth herein, all payments shall be in accordance with the Service Order.

6. Term. The term of this Agreement shall be from the Effective Date, and, unless earlier terminated by either Party in accordance with this Agreement, shall continue until the completion of Services specified in the final open, agreed-upon Service Order between the Parties.

7. Third-Party Providers. Customer acknowledges that all Services are provided by Third-Party Providers, who are neither employees nor agents of Company. To the fullest extent permissible by law, Customer holds Company harmless and fully and irrevocably releases Company, together the its subsidiaries, affiliates, owners, directors, officers, and employees from any damages or injuries caused by any Third-Party Provider, and additionally agrees to indemnify and hold Company and its officers, directors, employees and agents, harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of, related to or in connection with: (i) Customer’s use of the Services; (ii) Customer’s breach or violation of the Agreement; (iii) Company’s use of Customer’s User Content, as defined in Section 3(e); or (iv) Customer’s violation of the rights of any third party, including Third Party Providers.

8. Termination; Notice and Opportunity to Cure. The Agreement may be terminated by either Party at any time upon thirty (30) days written notice. A non-breaching Party may immediately terminate this agreement at any time following a breach by the other Party, which such other Party fails to cure within five (5) days after receiving written notice describing the terms of the alleged breach and the steps the breaching Party should take to cure such breach. In the event of Customer’s breach of its payment obligations under Section 5, then following such notice and opportunity to cure, the liquidated damages provisions of Section 10 shall additionally apply. In the event of Customer’s breach of its obligations under Section 3(b), no notice or cure period shall apply, and the liquidated damages provisions of Section 10 shall immediately apply. Nothing in this Agreement shall prevent Company from terminating this Agreement in accordance with the Terms of Services.

9. ARBITRATION. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, WHICH SHALL BE SUBJECT TO THE LIQUIDATED DAMAGES PROVISION SET FORTH IN SECTION 7, AND EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN SAN FRANCISCO, CALIFORNIA BEFORE ONE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS (FORMERLY KNOWN AS JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC.), PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR MEMBER IN ANY CLASS IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING UNLESS BOTH YOU AND DIMENSION OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL OR ENTITY CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

10. LIQUIDATED DAMAGES. IN THE EVENT OF CUSTOMER’S BREACH OF ITS OBLIGATIONS UNDER EITHER SECTION 3(b) OR SECTION 5 OF THIS AGREEMENT, AND, IN THE CASE SOLELY OF ANY BREACH OF SECTION 5, SUBJECT TO THE NOTICE AND CURE PROVISIONS OF SECTION 8, COMPANY SHALL BE ENTITLED TO RECEIVE, AS LIQUIDATED DAMAGES, PAYMENT IN AN AMOUNT EQUAL TO: (A) IN THE CASE OF A BREACH OF SECTION 3(B), THE GREATER OF (I) TWENTY THOUSAND DOLLARS ($20,000.00) OR (II) AN AMOUNT EQUAL TO TWICE THE AMOUNT OF ANY RESULTING LEGAL COSTS, JUDGMENTS, PENALTIES, AND/OR FINES LEVIED AGAINST COMPANY; OR (B) IN THE CASE OF A BREACH OF SECTION 5, THE GREATER OF (I) TWENTY THOUSAND DOLLARS ($20,000.00), OR (II) THE FULL AMOUNT OF TWO(2) MONTHS WORTH OF GROSS BILLABLES REMAINING FOR THE CONTRACT TERM. THE PARTIES AGREE THAT THE NEGATIVE IMPACT ON COMPANY WOULD BE IMPRACTICAL, AND THAT IT WOULD BE EXTREMELY DIFFICULT TO ESTIMATE THE ACTUAL DAMAGES TO BE SUFFERED BY THE NON-BREACHING PARTIES AS A RESULT OF SUCH BREACH, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THE IMMEDIATELY PRECEDING SENTENCE REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH COMPANY WOULD INCUR AS A RESULT OF SUCH BREACH. THE PARTIES ADDITIONALLY AGREE THAT THE FOREGOING LIQUIDATED DAMAGES ARE REASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THE CONTRACT WAS MADE, IN ACCORDANCE WITH THE REQUIREMENTS OF CALIFORNIA CIVIL CODE SECTION 1671(B). ALL PARTIES DO HEREBY AGREE THAT THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION ARE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT COMPANY WOULD SUFFER IN THE EVENT OF THE BREACHES DESCRIBED HEREIN. SUCH AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR ANY INCIDENT OF BREACH OUTLINED IN THIS SECTION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE REASONABLE LIQUIDATED DAMAGES TO COMPANY.

11. AS-IS SERVICES; LIMITATION OF LIABILITY.

a. DISCLAIMER. ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY STATED IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY GOODS OR SERVICES OBTAINED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER AGREES THAT THE ENTIRE RISK ARISING OUT OF ITS USE OF THE SERVICES, AND ANY THIRD-PARTY GOODS OR SERVICES OBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH CUSTOMER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

b. EXCLUSION OF CONSEQUENTIAL DAMAGES. EXCEPT FOR WHERE PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY HAVE ANY LIABILITY TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

c. ADDITIONAL DIRECT DAMAGES. THE PARTIES AGREE THAT LOSSES, CLAIMS OR DAMAGES ARISING AS A RESULT OF FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE SHALL BE CONSIDERED DIRECT DAMAGES.

d. LIMITATION CAP. COMPANY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN MEDIATION, ARBITRATION OR IN ANY OTHER FORUM WILL NOT EXCEED TWO TIMES THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE INCIDENT. THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

12. General.

a. Relationship of the Parties. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, or other agency relationship between the parties. Each party is an independent contractor and is solely responsible for its respective taxes, withholdings, and other similar statutory obligations.

b. Authority. Each party represents and warrants to the other that it has all necessary power and authority to enter into and perform this Agreement in accordance with its terms and that the making or performance of this Agreement does not violate any provision of any other agreement to which such party is bound.

c. Entire Agreement and Conflict of Terms. This Agreement shall be deemed to include the Agreement, as well as the Terms of Services, and any Service Order issued hereunder, as well as any other exhibits attached hereto. This Agreement constitutes the entire agreement between the parties and there are no prior or contemporaneous, oral, or written, representations, understandings or agreements relating to the subject matter hereof which are not fully expressed herein. This Agreement may only be amended by a writing signed by a duly authorized representative of each party.

d. Governing Law, Jurisdiction. This Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the State of New York without regard to its conflicts of law principles. Each of the parties to this Agreement hereby irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in San Francisco County, California in respect of any suit, action, where such action is permitted by this Agreement, including but not limited to enforcing any arbitration terms or rewards, and irrevocably accepts for itself/himself/herself and in respect of its/his/her property, generally and unconditionally, jurisdiction of the foregoing.

e. Attorneys’ Fees. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party will be entitled to recover, as an element of the costs of suit and not as damages, reasonable attorneys’ fees to be fixed by the court (including without limitation, costs, expenses and fees on any appeal). The prevailing party will be entitled to recover its costs of suit, regardless of whether such suit proceeds to final judgment.

f. Waiver. No delay or omission by either Party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either Party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver or discharge shall be valid unless in writing and signed by an authorized representative of the Party against whom such waiver or discharge is sought to be enforced.

g. Successors and Assigns. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted successors and assigns, and nothing in this Agreement shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

h. Assignment. Customer may not, nor shall Customer have the power to, assign or transfer this Agreement or any rights or obligations hereunder, without Company’s prior written consent. Any attempt to assign or transfer this Agreement in violation of this subsection shall be void and of no force and effect.

i. Surviving Provisions. The termination of this Agreement, for any reason, shall not relieve either party of any of that party’s obligation under this Agreement existing at termination, or arising as a result of, or relating to acts of omission occurring prior to such termination. Without limiting the generality of the preceding sentence, in no event shall the termination modify or affect any of the parties’ obligations under Sections 4, 5, 7, 9, 10, 11, and 12, which shall survive termination of this Agreement.

j. Notices. Whenever under this Agreement one party is required or permitted to give notice to the other, such notice shall be deemed given when delivered electronically by email, or when delivered in hand, or one day after being sent by overnight delivery service, or three days after being sent by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed to the address provided in the Service Order. Either party hereto may change its address for notification purposes from time to time by giving the other party prior written notice in accordance with this Section of the new address and the date upon which it will become effective.

k. Partial Invalidity. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under such provision, but if the remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law.

l. Remedies Cumulative. All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

m. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all of which together shall constitute one and the same Agreement. Signatures to this Agreement transmitted by click-through, facsimile, by electronic mail in “portable document format” (“.pdf”), or by any other electronic means (including but not limited to DocuSign) which preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature.

Preferred Partner Agreement

Last Revised: September 23, 2022

THIS PREFERRED PARTNER AGREEMENT (“Agreement”) is entered into by and between Foreclosure Cleaning Solutions, LLC., together with its subsidiaries and affiliates (individually and collectively, “Company” or the “Services Provider”), and the entity customer identified in the Service Order as the “Customer.” Each party is sometimes referred to herein as a “Party,” and collectively, together, as the “Parties.” This Agreement shall be effective as of the date Company and Customer accepts both this Agreement and Company’s Service Order (the “Effective Date”).

WHEREAS Customer desires to retain the Services at no less than the Minimum Service Levels, and on an ongoing basis from Company for Customer’s facilities as designated in the Service Order (the “Premises”); and

WHEREAS Company desires to render the Services at the Premises;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound do hereby agree as follows:

1. Take-Or-Pay Agreement. This Agreement is a “take or pay agreement” such that Customer is absolutely and irrevocably required to pay for the contracted volume of Services per year, at the Minimum Service Level, as designated in the Service Order at the prices and payment terms set forth therein regardless of Customer’s actual usage. As used in this Agreement, “Minimum Service Levels” means a minimum of services provided annually hereunder by Company, via a Third-Party Provider, totaling Ten Thousand Dollars ($10,000.00) , at the prices and other specifications stated in the Service Order, during the twelve-month period commencing with the Effective Date and every twelve-month period thereafter for the duration of this Agreement. In the event that Customer fails to purchase the Minimum Service Levels (such failure including but not limit to failure to order contracted volume, or failure to pay the account payable) in a given year, the Seller is entitled to invoice Customer a Minimum Annual Service Fee as specified in the Service Order, and Customer shall pay the full Minimum Annual Service Fee. Customer specifically acknowledges that the Services hereunder are being provided by Company at a significantly discounted rate, and Customer accepts that it will be liable for the full purchase price of either the Minimum Service Levels or the Minimum Annual Service Fee, regardless of whether Customer orders Services equal to the Minimum Service Level.

2. Exclusivity. During the period that this Agreement is in effect, the Company shall be the Customer’s sole provider of the Services, and the sole provider of any trash collection and hauling services that compete, either directly or indirectly, with Company’s Services. Customer agrees that it will not (i) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to any services competitive with Company’s business. Customer will promptly notify Customer if any individual or entity makes any proposal, offer, inquiry, or contact with respect to any of the foregoing. The services of the Company to Customer under this Agreement are not deemed exclusive, and the Company shall be free to render similar services to other clients and to engage in other activities.

3.1 Performance; Service Order. Company, via a Third-Party Provider, will perform said Services at the Premises in accordance with the terms set forth herein. Any and all Services to be performed hereunder shall be specifically authorized through the execution or acceptance of Company’s “Service Order.” Unless otherwise agreed by the parties in writing, each Service Order shall include the following information: (a) the location of the Premises; (b) a description of the Services to be performed; (c) the obligations of Customer in connection with such Services, including payment obligations, Minimum Service Levels and the Minimum Annual Service Fee; (d) the commencement and completion dates of the Services; and (e) a statement that the Service Order is entered into pursuant to this Agreement, and that the terms of this Agreement are incorporated into the Service Order by reference. Each Service Order shall be deemed, upon its execution or acceptance, to be incorporated into this Agreement. In interpreting this Agreement, in the event of any ambiguity or conflict between the terms, definitions or obligations of this Agreement and any Service Order, the terms of this Agreement shall control, unless expressly stated otherwise in the Service Order. This Agreement, together with the Service Order, replaces and supersedes Company’s Terms of Services.

3.2 Customer acknowledges that Company does not provide waste management or function as a waste management carrier. The Company’s Services may be used by Customer to request and schedule waste management services with third party providers in accordance with the terms of this Agreement and a Service Order. Customer agrees that Company has no responsibility or liability to Customer related to any waste management provided to Customer by Third-Party Providers through the use of the Services other than as expressly set forth in this Agreement and the Service Order. Company does not guarantee the suitability, safety, or ability of Third-Party Providers. It is solely Customer’s responsibility to determine if a Third-Party Provider will meet Customer’s needs and expectations. Company will not participate in disputes between Customer and a Third-Party Provider. By using the Services, Customer acknowledges it may be exposed to situations involving Third-Party Providers that are potentially unsafe, offensive, harmful to minors, or otherwise objectionable, and that use of Third-Party Providers arranged or scheduled using the Services is at Customer’s own risk and judgment. Company shall not have any liability arising from or in any way related to Customer’s transactions or relationship with Third-Party Providers.

4.1 License; Restrictions. Subject to Customer’s full and continued performance of its obligations under this Agreement, together with any Service Order, Company grants to Customer a limited, non-exclusive, non- sublicensable, revocable, non-transferable license to: (i) access and use the Applications on Customer’s own device solely in connection with Customer’s use of the Services; and (ii) access and use any content, information, and related materials that may be made available through the Services, in each case solely for Customer’s limited use strictly in accordance with this Agreement. Any rights not expressly granted herein are reserved by Company and Company’s licensors.

4.2 Company agrees that it will not take, or permit to be taken, any of the following actions:

a. Remove any copyright, trademark, or other proprietary notices from any portion of the Services;
b. Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Services except as expressly permitted by Company;
c. Sublease or sublicense the Services, or bundle or incorporate the Services into an offering to others.
d. Decompile, reverse engineer, or disassemble the Services except as may be permitted by applicable law;
e. Link to, mirror, or frame any portion of the Services;
f. Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or
g. Attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

5. Use of Services.

a. Other Services and Content. The Services may be made available or accessed in connection with content provided by other entities (including advertising) that Company does not control. Customer acknowledges that different terms may apply to its use of such entities and content. Company does not endorse such entities and content and in no event shall Company be responsible or liable for any products or services of such entities.
b. User Requirements and Conduct. The Service is not available for use by persons under the age of 18. Customer may not authorize third parties to use Customer’s account and may not allow persons under the age of 18 to receive waste management services from Third Party Providers. Customer may not assign or otherwise transfer its account with Company to any other person or entity. Customer agrees to comply with all applicable laws, regulations, and ordinances when using the Services, including but not limited to any laws, ordinances or rules (including without limitation the rules of any applicable home owners association or condominium owners association), or orders relating to Customer’s mandatory maintenance of waste management services. Customer further acknowledges that it may only use the Services for lawful purposes, and that this limitation will exclude certain types of materials from the Services, including without limitation the transport of unlawful or hazardous materials. Company grants Third Party Service Providers a license to enter onto the Premises for the purpose of providing the Services. Customer will not, in using the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third-Party Provider or any other party. In certain instances, at its discretion, Company may require Customer to provide proof of identity to access or use the Services, and Customer agrees that it may be denied access or use of the Services if Customer refuses to provide proof of identity. Company’s Services are designed for on-demand waste management, and not for personal transport. Any driver who transports Customer during the transaction is doing so completely under their own personal insurance and liability. This is not a service that Company provides. Any such use for personal transport constitutes a material breach of this Agreement. In the event of any breach by Customer of any provision of this Section 3(b), Customer shall pay to Company liquidated damages, as specified in Section 10. Any breach by Customer of this Section shall be deemed a material breach.
c. Text Messaging. Customer understands that it may receive informational text (SMS) messages as part of the normal business operation of Customer’s use of the Services. Customer acknowledges that opting out of receiving text (SMS) messages may impact your use of the Services.
d. Promotional Codes. Customer acknowledges that the Services provided by Company hereunder are being offered at a substantial discount to Company’s non-exclusive services, and Customer therefore additionally acknowledges and agrees that Customer shall not be eligible to receive any other promotional codes or special offers during the term of this Agreement.
e. User-Provided Content. Company may, in its sole discretion, permit Customer from time to time to submit, upload, publish or otherwise make available to Company through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by Customer remains the property of Customer. However, by providing User Content to Company, Customer grants to Company a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Company’s business and on third-party sites and services), without further notice to or consent from Customer, and without the requirement of payment to Customer or any other person or entity. Customer represents and warrants that: (i) Customer is either the sole and exclusive owner of all User Content or has all rights, licenses, consents and releases necessary to grant Company the license to the User Content as set forth above; and (ii) neither the User Content nor Customer’s submission, uploading, publishing or otherwise making available of such User Content nor Company’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Customer agrees to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Company in its sole discretion, whether or not such material may be protected by law. Company may, but shall not be obligated to, review, monitor, or remove User Content, at Company’s sole discretion and at any time and for any reason, without notice to Customer.
f. Network Access and Devices. Customer is responsible for obtaining and maintaining the data network access necessary to use the Services. Customer’s mobile network’s data and messaging rates and fees may apply if the Services are accessed or the Services from a wireless-enabled device. Customer is responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Company does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

6. Ownership; Publicity Right.

a. Ownership. The Services and all rights therein are and shall remain Company’s property or the property of Company’s licensors. Neither this Agreement nor your use of the Services convey or grant to Customer any rights: (i) in or related to the Services except for the limited license granted in Section 2, above; or (ii) to use or reference in any manner Company’s company names, logos, product and service names, trademarks or services marks or those of Company’s licensor.
b. Publicity. Customer hereby grants to Company the right and license to reference Customer’s name and trademark, as well as other information pertaining to the provision and results of the services, solely for the purpose of publicity and inclusion in Company marketing materials, including but not limited to Company’s on website and social media pages. In addition, Customer agrees to assist Company in creating and disseminating press releases and , as well as in any case studies regarding the Services.

7. Consideration. Customer agrees to pay Company fees as specified in any Service Order between Customer and Company. Payment is due within seven (7) days following provision of the Services. In the event Customer fails to make timely and complete payments in accordance with any Service Order, following notice and opportunity to cure as set forth in Section 8, then Customer shall pay liquidated damages to Company as set forth in Section 10. In the event Customer fails to pay such amounts when due, Dimension reserves the right to suspend or terminate access to the Services. In addition, if Customer fails to pay any amounts due under this Agreement by the due date, Dimension will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until Customer pays all amounts due. Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for payment of all Taxes associated with its purchases hereunder (excluding taxes based on Dimension’s net income or property), and any related penalties and interest. Customer will, upon request, provide Dimension with official receipts issued by appropriate taxing authorities, or such other evidence as Dimension may reasonably request, to establish that such Taxes have been paid. Except as expressly set forth herein, all payments shall be in accordance with the Service Order.

8. Term. The term of this Agreement shall be from the Effective Date, and, unless earlier terminated by either Party in accordance with Section 8, shall continue until the completion of Services specified in the final open, agreed-upon Service Order between the Parties.

9. Third-Party Providers. Customer acknowledges that all Services are provided by Third-Party Providers, who are neither employees nor agents of Company. To the fullest extent permissible by law, Customer holds Company harmless and fully and irrevocably releases Company, together the its subsidiaries, affiliates, owners, directors, officers, and employees from any damages or injuries caused by any Third-Party Provider, and additionally agrees to indemnify and hold Company and its officers, directors, employees and agents, harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of, relating to or in connection with: (i) Customer’s use of the Services; (ii) Customer’s breach or violation of the Agreement; (iii) Company’s use of Customer’s User Content, as defined in Section 3(e); or (iv) Customer’s violation of the rights of any third party, including Third Party Providers.

10. Termination; Notice and Opportunity to Cure. The Agreement may be terminated by either Party at any time upon thirty (30) days written notice. A non-breaching Party may immediately terminate this agreement at any time following a breach by the other Party, which such other Party fails to cure within five (5) days after receiving written notice describing the terms of the alleged breach and the steps the breaching Party should take to cure such breach. In the event of Customer’s breach of its payment obligations under Section 7, then following such notice and opportunity to cure, the liquidated damages provisions of Section 12 shall additionally apply. In the event of Customer’s breach of its obligations under Section 5(b), no notice or cure period shall apply, and the liquidated damages provisions of Section 12 shall immediately apply. Nothing in this Agreement shall prevent Company from terminating this Agreement in accordance with the Terms of Services.

11. ARBITRATION. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, WHICH SHALL BE SUBJECT TO THE LIQUIDATED DAMAGES PROVISION SET FORTH IN SECTION 12, AND EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN SAN FRANCISCO, CALIFORNIA BEFORE ONE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS (FORMERLY KNOWN AS JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC.), PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION.

12. LIQUIDATED DAMAGES. IN THE EVENT OF CUSTOMER’S BREACH OF ITS OBLIGATIONS UNDER EITHER SECTION 5(b) OR SECTION 7 OF THIS AGREEMENT, AND, IN THE CASE SOLELY OF ANY BREACH OF SECTION 7, SUBJECT TO THE NOTICE AND CURE PROVISIONS OF SECTION 10, COMPANY SHALL BE ENTITLED TO RECEIVE, AS LIQUIDATED DAMAGES, PAYMENT IN AN AMOUNT EQUAL TO: (A) IN THE CASE OF A BREACH OF SECTION 5(B), THE GREATER OF (I) FIVE THOUSAND DOLLARS ($5,000.00) OR (II) AN AMOUNT EQUAL TO TWICE THE AMOUNT OF ANY RESULTING LEGAL COSTS, JUDGMENTS, PENALTIES, AND/OR FINES LEVIED AGAINST COMPANY; OR (B) IN THE CASE OF A BREACH OF SECTION 7, THE GREATER OF (I) FIVE THOUSAND DOLLARS ($5,000.00), OR (II) THE FULL AMOUNT OF GROSS BILLABLES REMAINING FOR THE CONTRACT TERM. THE PARTIES AGREE THAT THE NEGATIVE IMPACT ON COMPANY WOULD BE IMPRACTICAL, AND THAT IT WOULD BE EXTREMELY DIFFICULT TO ESTIMATE THE ACTUAL DAMAGES TO BE SUFFERED BY THE NON-BREACHING PARTIES AS A RESULT OF SUCH BREACH, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THE IMMEDIATELY PRECEDING SENTENCE REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH COMPANY WOULD INCUR AS A RESULT OF SUCH BREACH. THE PARTIES ADDITIONALLY AGREE THAT THE FOREGOING LIQUIDATED DAMAGES ARE REASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THE CONTRACT WAS MADE, IN ACCORDANCE WITH THE REQUIREMENTS OF CALIFORNIA CIVIL CODE SECTION 1671(B). ALL PARTIES DO HEREBY AGREE THAT THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION ARE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT COMPANY WOULD SUFFER IN THE EVENT OF THE BREACHES DESCRIBED HEREIN. SUCH AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR ANY INCIDENT OF BREACH OUTLINED IN THIS SECTION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE REASONABLE LIQUIDATED DAMAGES TO COMPANY.

13. AS-IS SERVICES; LIMITATION OF LIABILITY.

a. DISCLAIMER. ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY STATED IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY GOODS OR SERVICES OBTAINED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER AGREES THAT THE ENTIRE RISK ARISING OUT OF ITS USE OF THE SERVICES, AND ANY THIRD-PARTY GOODS OR SERVICES OBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH CUSTOMER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
b. EXCLUSION OF CONSEQUENTIAL DAMAGES. EXCEPT FOR WHERE PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY HAVE ANY LIABILITY TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. ADDITIONAL DIRECT DAMAGES. THE PARTIES AGREE THAT LOSSES, CLAIMS OR DAMAGES ARISING AS A RESULT OF FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE SHALL BE CONSIDERED DIRECT DAMAGES.
d. LIMITATION CAP. COMPANY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN MEDIATION, ARBITRATION OR IN ANY OTHER FORUM WILL NOT EXCEED TWO TIMES THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE INCIDENT. THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

14. General.

a. Relationship of the Parties. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, or other agency relationship between the parties. Each party is an independent contractor and is solely responsible for its respective taxes, withholdings, and other similar statutory obligations.
b. Authority. Each party represents and warrants to the other that it has all necessary power and authority to enter into and perform this Agreement in accordance with its terms and that the making or performance of this Agreement does not violate any provision of any other agreement to which such party is bound.
c. Entire Agreement and Conflict of Terms. This Agreement shall be deemed to include the Agreement, as well as the Terms of Services, and any Service Order issued hereunder, as well as any other exhibits attached hereto. This Agreement constitutes the entire agreement between the parties and there are no prior or contemporaneous, oral, or written, representations, understandings or agreements relating to the subject matter hereof which are not fully expressed herein. This Agreement may only be amended by a writing signed by a duly authorized representative of each party.
d. Governing Law, Jurisdiction. This Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the State of New York without regard to its conflicts of law principles. Each of the parties to this Agreement hereby irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in San Francisco County, California in respect of any suit, action, where such action is permitted by this Agreement, including but not limited to enforcing any arbitration terms or rewards, and irrevocably accepts for itself/himself/herself and in respect of its/his/her property, generally and unconditionally, jurisdiction of the foregoing.
e. Attorneys’ Fees. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party will be entitled to recover, as an element of the costs of suit and not as damages, reasonable attorneys’ fees to be fixed by the court (including without limitation, costs, expenses and fees on any appeal). The prevailing party will be entitled to recover its costs of suit, regardless of whether such suit proceeds to final judgment.
f. Waiver. No delay or omission by either Party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either Party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver or discharge shall be valid unless in writing and signed by an authorized representative of the Party against whom such waiver or discharge is sought to be enforced.
g. Successors and Assigns. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted successors and assigns, and nothing in this Agreement shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
h. Assignment. Customer may not, nor shall Customer have the power to, assign or transfer this Agreement or any rights or obligations hereunder, without Company’s prior written consent. Any attempt to assign or transfer this Agreement in violation of this subsection shall be void and of no force and effect.
i. Surviving Provisions. The termination of this Agreement, for any reason, shall not relieve either party of any of that party’s obligation under this Agreement existing at termination, or arising as a result of, or relating to acts of omission occurring prior to such termination. Without limiting the generality of the preceding sentence, in no event shall the termination modify or affect any of the parties’ obligations under Sections 6, 7, 9,11, 12, 13, and 14, which shall survive termination of this Agreement.
j. Notices. Whenever under this Agreement one party is required or permitted to give notice to the other, such notice shall be deemed given when delivered electronically by email, or when delivered in hand, or one day after being sent by overnight delivery service, or three days after being sent by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed to the address provided in the Service Order. Either party hereto may change its address for notification purposes from time to time by giving the other party prior written notice in accordance with this Section of the new address and the date upon which it will become effective.
k. Partial Invalidity. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under such provision, but if the remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law.
l. Remedies Cumulative. All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.
m. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all of which together shall constitute one and the same Agreement. Signatures to this Agreement transmitted by click-through, facsimile, by electronic mail in “portable document format” (“.pdf”), or by any other electronic means (including but not limited to DocuSign) which preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature.