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TERMS OF USE

 Effective Date: May 9, 2019

Thank you for visiting rev.team!

Your use of rev.team (the “Website”) is governed by these Terms of Use (“TOU”). These TOU let you know how you may and may not use this Website. These TOU also inform you of your rights and duties when using our website.

Salesability, LLC (“Salesability”) is a limited liability company organized under the laws of the State of Wyoming. Salesability owns and maintains the Website for use by third parties. By using our website, you agree to abide by these TOU, which form a binding agreement between you and Salesability (the “Agreement”). This Agreement is a legally binding contract, and you have a duty to read these TOU before using our website. If you do not agree to the provisions in these TOU, you must immediately cease use of the Website. We think our TOU are reasonable, and we hope you agree.

  1. Salesability May Amend These TOU and Will Update the Effective Date Shown Above to Notify Users

Salesability reserves the right to amend, replace, suspend, or terminate this Agreement or any portion of its TOU at any time as required by changes in the law, circumstances, its business, or any other reason as determined by Salesability in its sole discretion. Even if you have used Salesability’s services in the past, we encourage you to review these TOU before each use of the Website.

 

While Salesability may amend these TOU in its sole discretion, it will not hide any changes from you! Please note the Effective Date shown at the top of these TOU. If these TOU are modified, suspended, or otherwise changed, the Effective Date will change to reflect the date on which the change took place. Your use of the Website after a change in the Effective Date constitutes your acceptance of any modification, amendment, or replacement to these TOU and will form a new, superseding and binding contract between Salesability and you based on the updated TOU.

  1. Warranties

You warrant that you are of sound mind and competent to agree to the provisions of these TOU thereby entering into this Agreement with Salesability by your use of our website. You also warrant that your use of the Website does not violate any law, regulation, ordinance, statute, or treaty applicable to individuals or other entities located in the jurisdiction in which you live, conduct business, or make use of the Website. You further warrant that you are not prohibited from entering into this Agreement by the terms of any pre-existing agreement or obligation. If you are accessing or using the Website on behalf of a governmental organization, non-governmental organization, business, or other legal entity, you warrant that you are an authorized agent of that organization and that you have the authority to bind that organization to the terms of this Agreement.

  1. Privacy Policy

Salesability respects your privacy and has set out how information provided by you to Salesability may be used in a separate Privacy Policy. Salesability hereby incorporates its Privacy Policy by reference as if fully restated herein.

  1. Intellectual Property Rights

Salesability is the owner of all rights in, and to, the Website and, unless otherwise noted, its associated content, including, but not limited to, copyrights, trademark and trade dress rights, patent rights, rights of publicity and privacy, trade secret rights, and any other property or proprietary rights. Salesability expended a lot of time and effort developing the Website. We are proud of it, and we hope you appreciate how important it is for Salesability to protect its intellectual property. The Website is subject to copyright and other intellectual property rights under the laws of the United States, foreign states, as well as international treaties, and Salesability provides you with the right to use the Website on a limited basis without forfeiting any of its rights in and to the Website and associated content. You are expressly prohibited from using the Website for any purposes not stated in these TOU.

  1. Copyright Takedown Policy

If you believe that a user of the Website has infringed your copyrights, you may provide Salesability with a notice of copyright infringement that complies with § 512 of the Digital Millennium Copyright Act. Copyright takedown Upon receipt of a notice that complies with this section, Salesability will make a good faith attempt to notify the owner or uploader of the allegedly infringing content so that they can respond with a counter-notification. 

This notice of copyright infringement must contain the following: 

  • The physical or electronic signature of a person authorized to act on behalf of the copyright owner. 
  • Identification of the copyrighted work(s) alleged to have been infringed. 
  • The location of the copyrighted work(s) on the Website. 
  • Your contact information, such as an address, telephone, fax number, or email address; 
  • A statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and 
  • A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner. 

If you are a website user who believes that content subject to a notice of copyright infringement is not infringing, you may submit a counter-notification. This counter-notification must contain the following: 

  • Identification of the specific materials that have been removed from the Website; 
  • Your contact information, such as an address, telephone, fax number, or email address; 
  • A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of mistake or misidentification; 
  • A statement that you consent to the jurisdiction of the federal district court in which your address is located or in which Salesability is located; 
  • A statement that you will accept service of process from the notifying party; and 
  • Your physical or electronic signature. 
  1. How You May Use Our Website

Salesability hereby provides you with a limited, non-exclusive, non-assignable, non-sub-licensable, revocable license to use the Website for its customary and intended purposes. Use of the Website for a purpose outside of its customary and intended purposes or in violation of the express provisions of these TOU may result in the immediate termination of any limited license granted to you by Salesability through these TOU or otherwise as determined by Salesability in its sole discretion. This license may be revoked by Salesability at any time, and any rights not expressly granted herein are reserved by Salesability.

 

You are expressly prohibited from reproducing, preparing derivative works based upon, distributing, publicly performing, publicly displaying, scraping, framing, hacking, or reverse engineering the Website, whether in whole or in part, without the prior written consent of Salesability.

 

  1. Indemnification

You agree to hold harmless, defend, and indemnify Salesability from and against any and all claims, demands, judgments, liabilities, costs, and fees, including costs and attorneys' fees, arising out of or related to: (1) the creation or use of an Account; (2) a violation of any provision of these TOU; (3) the violation of any right of any third party, including rights of privacy, publicity, and/or intellectual property rights in connection with your use of the Website; and/or (4) the violation of any law, statute, regulation, ordinance, or treaty, whether local, state, provincial, national, or international in connection with your use of the Website. Your obligation to indemnify Salesability will not provide you with the ability or right to control Salesability’s defense or legal strategy, and Salesability reserves the right to control its defense in its sole discretion, including, but not limited to, the choice to litigate or settle and the choice of counsel.

 

  1. Modification of the Website or Salesability’s Services

Salesability reserves the right to accept, reject, modify, suspend, or delete any Account or user-generated content at any time for any reason as determined in its sole discretion. Salesability reserves the right to modify or cease providing access to the Website or any of its associated services at any time without notice in its sole discretion.

 

  1. Specifically Prohibited Use of the Websit 

You agree that you will not: (1) impose a disproportionate load on the Website or its server infrastructure or otherwise attempt to interfere with the operation of the Website; (2) circumvent any technological or security protection mechanisms used by Salesability; (3) use a robot, spider, scraper, or other automated technology to access the Website; (4) attempt to gain access to the private data or personal information of a user of the Website or a third party through the Website; (5) post or otherwise transmit content intended to collect personal or personally identifiable information from users of the Website or third parties by using the Website in any way; (6) harass any user of the Website or any third party through your use of the Website; (8) post or transmit content that threatens or encourages bodily harm or the destruction of property; (9) post or transmit content that infringes upon the intellectual property rights of other users of the Website or third parties; (10) post or transmit content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, a chain letter, or any similar nuisance; or (11) post or transmit any content of a graphic sexual nature or content in violation of 18 U.S.C. § 2257.

  1. Payment

All payments required for Salesability’s services, and any applicable taxes and shipping fees must be paid through Salesability’s Stripe merchant account with valid payment information. All payments for services and any applicable taxes, information, or otherwise, offered through the Website are non-refundable. You hereby authorize Salesability’s payment processing agent to charge your credit card (or other approved payment facility).

 

You agree to pay all required fees and charges on time, and Salesability may terminate or disable your access to the Website or suspend its services if you fail to pay any amount owing to Salesability or a Salesability merchant when due. You agree that you will pay all costs of collection, including legal fees, incurred by Salesability if it is forced to expend resources collecting any monies owed to it by you.

 

In the event you dispute the amount or validity of any payments or invoices under these TOU, you must notify Salesability within ten (10) days of any such dispute. You understand and agree that by failing to notify Salesability of any dispute within ten (10) days you will expressly waive any claims related to the disputed payment.

 

Payment for coaching services shall be either paid through a one-time prepayment of the entire service fee or spread over a pre-determined number of payments (annually or quarterly). All coaching services are provided for a flat fee and early cancellation of services does not excuse you from paying the remainder of the required payments.

 

  1. No Refunds or Guarantees

Salesability offers its services “AS-IS” with no refunds or guarantees as to any outcome or result.

  1. Third Party Links

 

You acknowledge and agree that the Website and emails from Salesability affiliates may contain links to third-party content that is not owned or controlled by Salesability. Salesability will not be held liable or responsible for the content of any third-party, and you are advised to review the terms of use agreements and privacy policies of those third parties.

 

  1. Termination

 

This Agreement will remain in full force and effect until you either cease use of the Services or your fees due are paid in full and Salesability has delivered all goods or services contracted for. You may terminate the services by notifying Salesability at success@rev.team in a written statement describing your intent to terminate the Agreement created by these TOU and your use of the Website. Salesability may terminate this Agreement without liability at any time, without notice, and for any reason, including but not limited to a violation of a term or condition of these TOU as determined by Salesability in its sole discretion. You must pay all monies due notwithstanding termination of the services.

 

  1. Salesability Disclaimer of Warranties

SALESABILITY PROVIDES THE SERVICES ON AN "AS-IS" BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHATABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, ACCURACY, OR NON-INFRINGMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY TO UNDERSTAND YOUR RIGHTS UNDER THE LAW.

 

  1. Limitation on Liability

SALESABILITY WILL NOT BE HELD LIABLE TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, DAMAGES, JUDGMENTS, LIABILITIES, COSTS, CHARGES, OR FEES, INCLUDING ATTORNEYS' FEES, WHETHER IN TORT, CONTRACT, PERSONAL INJURY, OR STRICT LIABILITY, INCLUDING, BUT NOT LIMITED TO, INDIRECT DAMAGES, CONSEQUENTIAL DAMAGES, EXEMPLARY DAMAGES, INCIDENTAL DAMAGES, STATUTORY DAMAGES, SPECIAL DAMAGES, OR PUNITIVE DAMAGES, EVEN IF SALESABILITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

SALESABILITY WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, THE CONTENT OF ACCOUNTS OR ANY USER GENERATED CONTENT. SALESABILITY IS A SERVICE PROVIDER AND DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF THE WEBSITE OR ANY PORTION THEREOF, UNAUTHORIZED ACCESS TO AN ACCOUNT, OR ALTERATION THEREOF. SALESABILITY RESERVES THE RIGHT TO DISCONTINUE THE WEBSITE AT ANY TIME AND WITHOUT LIABILITY.

 

  1. Assignment

You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. Salesability may assign its rights and obligations under this Agreement at any time.

 

  1. Choice of Law

This Agreement shall be governed in all respects by the laws of the State of Wyoming irrespective of choice-of-law. You agree that any claim or dispute you may have against Salesability, its agents, or any successor in interest must be resolved by a court located in Laramie County in the State of Wyoming. You hereby consent to the personal jurisdiction of the courts located within Laramie County Wyoming for the purpose of litigating or otherwise resolving all such claims or disputes.

 

  1. Severability

If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.

 

  1. Integration

This Agreement, created by your use of the Website and these TOU, incorporating the Privacy Policy, constitute the entire agreement between the parties with respect to the use of the Website and the associated services provided by Salesability. There are no further understandings, agreements, or representations with respect to the subject matter of this Agreement. You acknowledge and agree that any additional provisions that may appear in any communication from you will not bind Salesability.

 

  1. Waiver

You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.

 

  1. Limitation on Actions

SALESABILITY AND YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WESBITE OR SALESABILITY’ RELATED SERVICES MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

 

  1. Reservation of Rights

All rights not expressly granted herein are reserved to Salesability.

PRIVACY POLICY

Effective Date: May 9, 2019

Salesability, LLC (“Salesability”) is a limited liability company organized under the laws of the State of Wyoming. Salesability owns and maintains the Website discussed in this Privacy Policy and the related Terms of Use (“TOU”). Thank you for reviewing our Privacy Policy. We make this Privacy Policy available to inform you of the types of information that Salesability may collect from you and how it is handled. Salesability wants you to be informed because it believes in transparency and values your privacy as well as data security.

Salesability may change or discontinue this Privacy Policy at any time, and it reserves the right to do so in its sole discretion. If Salesability changes this Privacy Policy, it will also change the Effective Date, which is located at the top of this page. If you continue to use the Salesability website or Salesability’s services (the “Services”) after Salesability changes the Effective Date, you agree to any changes to this Privacy Policy.

What information does Salesability collect?

Salesability may collect the following personal data from you:

  1. Any information that you voluntarily submit using the Website;
  2. Your user name, name, email address, phone number, state, city, country, or zip code;
  3. Your payment information, which is used to complete a transaction;
  4. Your IP address;
  5. Your geolocation;
  6. Your use of the Website;
  7. Information stored in cookies, pixel tags, or web beacons; and
  8. Any other additional analytics data that you voluntarily submit through the Website.

How does SALESABILITY use this data?

 Salesability may use this data to:

  1. Provide the website and Salesability’s services to you;
  2. To communicate with you;
  3. To troubleshoot problems with the website;
  4. To complete a transaction that you have initiated;
  5. To update you on changes to the website; and
  6. To update you on our Services and our affiliates’ services.

 How does Salesability store this information?

 Salesability stores and processes data on computers using commercially standard technology to help protect against the unauthorized disclosure of your data. By using the Services, you agree to the collection and processing of your personal and personally identifiable information in the United States. Though Salesability does its best to protect your personal and personally identifiable information, you provide all such information at your own risk.

Does Salesability share my information with third parties?

Salesability may share your personal or personally identifiable information with third parties as required in the following situations:

  1. Where Salesability has obtained your consent;
  2. Where it is necessary to provide you with services initiated at your request;
  3. Where it is necessary to share such information with Salesability’s parents, subsidiaries, successors, licensees, and assigns;
  4. Where Salesability has been purchased by or has purchased a third party;
  5. Where it is needed to respond to information requests by government authorities;
  6. Where it is demanded by a valid and appropriate court order or subpoena;
  7. Where it is needed to protect the employees, independent contractors, users, members, officers, directors, or shareholders of Salesability; and
  8. Where it is needed to help prevent against fraud or the violation of any applicable law, statute, regulation, ordinance, or treaty.

 What are my duties when using the Website?

 You have the duty to:

  1. Inform Salesability of any changes to your personal or personally identifiable information; and
  2. Protect the security of your username, password, and personal or personally identifiable information.

 

Your California Privacy Rights

California residents have the right to receive information that identifies any third-party companies or individuals that Salesability has shared your personal or personally identifiable information with in the previous calendar year, as well as a description of the categories of personal or personally identifiable information disclosed to that third party.

You may obtain this information once a year and free of charge by contacting Salesability at success@rev.team

How can I contact you if I have questions?

All questions and concerns regarding this Privacy Policy may be directed to Salesability by emailing sucess@rev.team

 

 

NON-DISCLOSURE AND NON-COMPETITION AGREEMENT 

This Agreement is entered into by and between Salesability, LLC (“the Company”) (“the Customer”).

In consideration of the Company’s (i) original or continued service of the Customer with the Company, (ii) specialized training of said Customer in the Company’s business and access to the Company’s proprietary and confidential information that has been or will be provided to the Customer agrees to the terms set forth below. The Customer acknowledges that this Agreement does not confer the right to be engaged by the Company for any specific period of time and that The Customer’s services relationship with the Company is at-will and may be terminated by either party at any time for any reason.

 1.              PROHIBITION AGAINST COMPETITIVE ACTIVITIES

  • Covenant not to Disclose
  • Customer & the Company will not use, disclose, or reveal to any person any “Confidential Information” (defined below) except when acting within the scope of duties or with prior written authorization from a duly authorized officer of the Company.
  • As used in this Agreement, the term “Confidential Information” means all information belonging to, or otherwise relating to, the business of the Company, which is not publicly known, regardless of the manner in which it is stored or conveyed to The Customer. Confidential Information includes trade secrets under applicable law as well as other proprietary knowledge, information, know-how, and non-public intellectual property rights, including unpublished or pending patent applications and all related patent rights, formulae, processes, discoveries, formulas, and compositions of matter and processes relating to the Company’s busine For example, Confidential Information includes, but is not limited to: information concerning the Company’s business plans, operations, products, strategies, marketing, sales, inventions, designs, costs, legal strategies, finances, the Customers, customers, prospective customers, licensees, or licensors; information received from third parties under confidential conditions; or other financial, commercial, business, technical, or marketing information concerning the Company or any of the products or services made, developed, or sold by the Company
  • Confidential Information does not include information that: (i) was generally known to the public at the time of disclosure; (ii) was lawfully received by the Customer from a third party; (iii) was known to The Customer prior to receipt from the Company; or (iv) was independently developed by The Customer prior to services with the Company or by independent third pa In each of the foregoing circumstances, these exceptions apply only if such public knowledge or possession by an independent third party was without breach by The Customer or any third party of any obligation of confidentiality or non-use, including but not limited to the obligations and restrictions set forth in this Agreement. All information supplied to the Company from outside sources and that is not publicly available is Confidential Information unless and until it is designated otherwise. Similarly, the sharing of Confidential Information by the Company (or by The Customer as part of The Customer’s services of the Company) with persons outside the Company on a “need to know basis” (e.g., information about products shared with particular customers), does not render that information “publicly available,” nor does it in any way vitiate the confidential nature of that Information.
  • Nothing in this Section 1.1 shall be deemed to limit The Customer’s non-disclosure obligations under any applicable rule, statute, regulation or other Company policy. The Customer’s obligations under this Section 1 shall continue in perpetuity with respect to any and all Confidential Information.
  • Upon termination of The Customer’s services with the Company for any reason (whether such termination is voluntary or involuntary), The Customer will immediately return to the Company all Company property, including, without limitation, computers, cell phones, other Company-issued electronic devices, and any documents, files, samples, notes, records, technical reports, electronic files, market-research reports, correspondence, plans, research, notebooks, drawings, customer lists, supplier lists, the Customer lists, planning documents, or other materials, as well as any and all copies thereof, containing or in any way pertaining to Confidential Information. The Customer further agrees to erase all Confidential Information he or she may have stored in any way on any computer or electronic device.

1.2           Covenants not to Solicit or Hire

  • During the time that The Customer is engaged with the Company, and for a period of twelve (12) months following the termination of The Customer’s Services for any reason (whether such termination is voluntary or involuntary), The Customer agrees that, in the absence of prior written approval by a duly authorized officer of the Company, The Customer will not:
  • directly or indirectly contact, solicit, accept business from, or communicate the fact or circumstances of The Customer’s resignation from or termination of services with the Company to any of the Company’s customers or end users, or prospective customers or end users, with whom The Customer had direct or indirect contact or solicited on behalf of the Company in the two (2) years prior to The Customer’s termination, for the purpose of selling or soliciting products or services that are in competition with the products or services of the Company;
  • directly or indirectly contact, solicit, recruit or hire any the Customers of the Company with whom The Customer worked or had contact for the purpose of causing, inviting, or encouraging any such the Customer to alter or terminate his or her services or business relationship with the Company.

 

1.3           Covenants not to Compete

  • The Customer agrees and acknowledges that the Company has invested substantial time, money, and resources in the development, protection, and retention of its Confidential Information, intellectual property, customers, accounts, business partners, trade names, trademarks, trade dress, existing and prospective customer relationships, goodwill, and specialized the Customer training (collectively, “Legitimate Business Interests”). The Customer specifically acknowledges that as a result of The Customer’s services with the Company, The Customer has had and/or will have access to the Company’s Legitimate Business Interests, including introduction to existing and prospective Company customers, accounts, and business pa The Customer further acknowledges and agrees that any and all goodwill associated with any customers or prospective customers, accounts, or business partners belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the The Customer and any customers or prospective customers, accounts, or business partners. The Customer further specifically agrees and acknowledges that the Company’s Confidential Information is not generally known or available to the public; gives the Company a significant competitive economic advantage in the field of business consultation, coaching and providing sales and business advice. Additionally, The Customer acknowledges and agrees that The Customer possess proprietary knowledge and skills that are special, unique, or extraordinary and that the value of the Company depends on his or her use of such skills on its behalf.
  • In order to protect the Company’s Legitimate Business Interests, The Customer agrees that during The Customer’s services with the Company and for a period of twelve (12) months following the termination of The Customer’s services with the Company for any reason (whether such termination is voluntary or involuntary):
  • The Customer will not, directly or indirectly own, operate, control, or participate in the ownership, operation, or control of any “Restricted Companies” (defined below).
  • The Customer will not accept services with, consult for, or perform any services for any “Restricted Companies” (defined below) anywhere in world if such services or engagement: (a) requires The Customer to serve in a position to perform services that are similar to the position The Customer held or duties The Customer performed for the Company, or (b) might cause the Customer to access, use, or disclose Confidential Information, unless The Customer first obtains the written consent of a duly-authorized officer of the Company.
  • The term “Restricted Companies” refers to any company in the business of business consultation, coaching and providing sales and business advice.
  • By consenting to this Agreement, The Customer acknowledges that the Company’s business is worldwide in scope, that during The Customer’s services with Company, The Customer has or will provide services to the Company through the world or that affect the Company’s worldwide operations. The Customer agrees that he will continue to provide services to the Company on a worldwide basis or that affect the Company’s worldwide operations, and that the geographic and temporal limitations as set forth above are therefore reasonable.
  • Nothing in this Section 1.3 shall be deemed to prohibit any conduct as to which The Customer obtains the express prior written consent from a duly authorized officer of the Company.

 

1.4           Subsequent Services Protocol

 

The Customer agrees for a period of twelve (12) months after the end of his or her services with the Company, for any reason, to inform the Company prior to commencing a new job of the name, address, and telephone number of each subsequent employer with which he or she accepts services, and also to provide the Company with a description of his or her job duties and responsibilities with each of those subsequent employers. The Customer agrees to provide the Company with seven (7) days to review said documents and further agrees to refrain from commencing services with another employer unless and until the Company approves the position and determines that it does not violate this Agreement. The Customer further agrees, for a period of twelve (12) months after the end of his or her services with the Company, to make every reasonable effort to communicate his or her obligations and responsibilities under this Agreement to all subsequent employer(s), including providing each subsequent employer for whom he or she is engaged during this twelve (12)-month period with a copy of this Agreement.

 

1.5           Remedies for Breach

The Customer agrees that breach of this Agreement will cause irreparable injury to the Company, such that monetary damages would not provide an adequate or complete remedy. Accordingly, in the event of The Customer’s actual or threatened breach of the provisions of this Agreement, the Company, in addition to all other rights, shall be entitled to an injunction restraining The Customer from an actual or threatened breach of this Agreement (without posting a bond), and to recover from The Customer its reasonable attorneys’ fees and costs incurred in obtaining such remedies, including temporary or permanent injunctive relief.

 

1.6           Extension of Time

The period of time during which The Customer is subject to the Agreement shall be extended for that amount of time The Customer is in breach of the Agreement.

 

1.7           Litigation Expenses

If the Company prevails in any part of any litigation between the Company and The Customer brought (in whole or in part) under or in connection with this Agreement, The Customer will pay the Company all its costs and expenses, including court costs and attorneys’ and experts’ fees and expenses, reasonably incurred by the Company in connection with such litigation.

 2.              OBLIGATIONS TO PREVIOUS EMPLOYERS

The Customer hereby warrants that The Customer will not breach any of The Customer’s obligations under any agreement to which The Customer is a party with any of The Customer’s previous employers; that The Customer has not taken or retained, and will not take or retain, any documents or other records, or any computer or other electronic device, belonging to any previous employer, including, without limitation, documents or other records in electronic form, without authorization from any such employer; that The Customer has faithfully performed, and will continue to perform faithfully, all of The Customer’s contractual, legal, and ethical obligations to any previous employer, to the extent such obligations continue in effect; and that The Customer will not use or disclose any confidential information belonging to any previous employer in connection with The Customer’s services by the Company.

 

3.              CHOICE OF LAW / FORUM SELECTION

This Agreement shall be interpreted and governed under the laws of the State of Michigan. Any claims related to this Agreement must be brought exclusively in the state or federal courts located in or governing Kalamazoo County, Michigan without regard to conflicts of law principles. The Parties expressly submit to the exclusive personal jurisdiction of the state or federal courts located in Kalamazoo County and waive any defenses they may have based on lack of personal jurisdiction or venue, including but not limited to forum non conviens.

 

4.              ASSIGNMENT

The Customer acknowledges that the services to be rendered are unique and personal. Accordingly, The Customer may not assign any of his or her rights or delegate any duties or obligations under this Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company. The Customer explicitly agrees this Agreement shall be freely assignable by the Company in the event of a change in ownership interest by sale, stock transfer, or otherwise.

 

5.              SEVERABILITY

The unenforceability or invalidity of any provision or provisions of this Agreement shall not render any other provision or provisions herein or this Agreement itself invalid.

 

6.              MISCELLANEOUS

  • The waiver by the Company of any provision of this Agreement, or the waiver by the Company of a breach of any provision of this Agreement by The Customer, shall not operate or be construed as a further or continuing waiver of any subsequent breach by The Customer.
  • Section headings in this Agreement are used for convenience or reference only and shall not affect the meaning of any provision of this Agree
  • The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the pa This Agreement constitutes the sole and entire agreement between the parties relating to its subject matter, and it supersedes and cancels all previous agreements or understandings between the parties except that this Agreement shall not be deemed to supersede or cancel any obligations of The Customer under any Company policy, or non-disclosure, confidentiality or the Customer invention agreement or deferred compensation or stock option award plan to which The Customer may be a party. In executing this Agreement, The Customer has not relied on any statements, promises, or representations made by the Company except as specifically stated in this Agreement.
  • The Customer represents and agrees that he or she has reviewed all aspects of this Agreement, has carefully read and fully understands all provisions of this Agreement, and is knowingly and voluntarily entering into this Agreeme The Customer represents and agrees that he or she has had the opportunity to review any and all aspects of this Agreement with the legal advisor or advisors of his or her choice before executing this Agreement, and, by virtue of this Section 6.4, The Customer has been fully advised to do so.