These Terms of Service (also, the “Agreement”) are entered into by and between Profit Solutions, Inc., a corporation incorporated under the laws of the State of California, registered at 118 Metropole Street, Suite 1935, Avalon, CA 90704, hereinafter referred to as “Profit Solutions” and the individual or entity that accepts these terms and conditions (the “Client” or “you” or “your”). The Agreement comes into effect when the Client accepts these Terms of Service by checking the associated box upon checkout. By accepting these Terms of Service, the Client acknowledges that they have read, understood, and agreed to all terms and conditions outlined herein, and the Parties hereby commit to collaborate in achieving digital marketing success.
These Terms of Service were most recently updated on November 08, 2023.
BY CHECKING THE REQUIRED CHECKBOX, YOU ACCEPT AND AGREE THAT THESE TERMS WILL BIND YOU.
BY ENTERING INTO THESE TERMS OF SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO RESOLVE ANY DISPUTES, CLAIMS, OR CONTROVERSIES THAT MAY ARISE PURSUANT TO THIS AGREEMENT THROUGH ARBITRATION AS OUTLINED IN THE ARBITRATION CLAUSE CONTAINED HEREIN. PLEASE CAREFULLY REVIEW THE ARBITRATION CLAUSE PROVIDED TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS REGARDING DISPUTE RESOLUTION. YOUR ACCEPTANCE OF THESE TERMS OF SERVICE SIGNIFIES YOUR ACKNOWLEDGMENT AND CONSENT TO THE ARBITRATION CLAUSE.
1. Definitions and Interpretations
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
Agreement means these Terms of Service;
Profit Solutions means Profit Solutions, Inc., a corporation incorporated under the laws of the State of California, registered at 118 Metropole Street, Suite 1935, Avalon, CA 90704;
Force Majeure means any cause beyond a Party’s reasonable control, including, but not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the reasonable control of the Party in question;
Intellectual Property Rights means
(a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names, e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, trade secrets, rights in designs and inventions, and goodwill;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;
Minimum Term means the minimum required term of 30 days the Parties are entering into the Agreement for;
Parties means Profit Solutions and the Client collectively;
Party means each of Profit Solutions or the Client individually;
Plan(s) refers to the Profit Plus plans provided by Profit Solutions. Each Plan may encompass various tiers or options, each associated with its own pricing structure, allocation of services, and payment terms. Plans may differ in terms of features, usage limitations, and pricing, and they may be subject to modification or termination in accordance with these Terms of Service;
Services means those services Profit Solutions is to carry out for the Client as specified in Clause 3 hereof and in accordance with the specific terms of the package selected by the Client;
Term means the period from the date the Agreement comes into effect until the termination of this Agreement in accordance with Clause 10 hereof.
1.2 Unless the context otherwise requires, each reference in this Agreement to a Clause or sub-Clause is a reference to a Clause of this Agreement.
1.3 The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
1.4 Words signifying the singular number shall include the plural and vice versa.
1.5 References to any gender shall include any other gender.
2. General Terms
2.1 Applicability. These Terms of Service apply to all Services offered by Profit Solutions to the Client, except where expressly indicated to the contrary.
2.2 Capacity. The Client may not use the Services nor accept these Terms of Service if the Client is not of legal age or does not have the required mental capacity to form a binding contract with Profit Solutions, or if the Client does not have the required legal capacity to bind the entity which they are representing to a binding legal agreement.
2.3 Acceptance. The use of the Services requires the unconditional acceptance of the applicability of these Terms of Service. It is the Client’s responsibility to read and understand the Terms of Service. If the Client does not agree to these Terms of Service, do not use the Services.
2.4 Client Terms. All terms and conditions maintained by the Client that are contrary to these Terms of Service are hereby rejected and therefore do not apply to the use of the Services.
3. The Services & Performance Guarantee
3.1 Services. Profit Solutions hereby agrees to perform certain services as selected by Client. These Services may include any of the following, or a combination thereof: (i) Precision Bookkeeping; (ii) Tax Preparation; (iii) Profit Plus; (iv) Search Engine Optimization; (v) Google Ads Pay-Per-Click; (vi) Social Media Management & Optimization; and (vii) Website Development and Maintenance.
Please see our website for the up to date features for each Service: https://starter.profitsolutions.com
3.2 Profit Plus Guarantee. Upon entering into a Profit Plus Plan with Profit Solutions for the first time, the Client is entitled to the 30-Day Month Back Guarantee as described in Clause 3.3. The 30-Day Money Back Guarantee shall only apply to the monthly Profit Plus Plans as offered by Profit Solutions and not to any other Services provided by Profit Solutions.
Profit Plus 30-Day Money Back Guarantee:
a. The Guarantee: Profit Solutions guarantees to craft a tailored plan designed to boost the Client’s profits by 20% or more within 30 days from the date of commencement of the Services. While executing this guarantee, Profit Solutions shall provide comprehensive bookkeeping services for the Client at no additional charge.
b. Performance Evaluation Period: The performance of the guarantee under Clause 3.3(a) shall be evaluated over a period of thirty (30) days from the date of commencement of the Services. During this period, Profit Solutions shall diligently optimize and monitor the Services to achieve the promised results.
c. Refund Guarantee: In the unlikely event that Client is not 100% completely satisfied with Profit Solutions services for any reason within 30-days, Profit Solutions shall end its services with Client and commits to refunding the entire fee paid by the Client for the first month under the Client’s chosen Plan.
d. Conditions for Refund: The refund is limited to the entire fee paid by the Client for the first month under the Client’s chosen Plan and does not cover any other fees paid or payable hereunder.
e. Notice of Refund Request: To claim the refund, the Client must notify Profit Solutions in writing of the performance shortfall prior to the expiry of the 30-day evaluation period. Profit Solutions will then initiate the refund process promptly.
f. Sole Remedy: The refund specified in this clause shall be the sole and exclusive remedy available to the Client in the event of a performance shortfall. Profit Solutions shall not be liable for any other damages or losses incurred by the Client.
4. Client Obligations and Service Terms
4.1 Provision of Material. The Client shall ensure that all data, tools, and information, of which Profit Solutions has stated it is required for the performance of the Services, or of which the Client should reasonably understand it to be necessary for such performance, will be provided to Profit Solutions in a timely, complete, and correct manner.
4.2 Access and Permissions. The Client shall ensure that Profit Solutions has necessary access and permissions to relevant digital assets and accounts to carry out the Services.
4.3 Feedback. The Client shall provide constructive feedback to Profit Solutions regarding the performance of the Services and promptly communicate any concerns or issues that may arise during the course of the Term.
4.4 Involvement. The Client acknowledges that the ultimate success of the digital marketing efforts is a collaborative effort, and their active involvement and commitment are essential to achieving the desired outcomes.
4.5 Legal Requirements. It is the Client’s sole and exclusive responsibility to ensure that all legal requirements for the Client’s business are met. This includes, but is not limited to (i) ensuring claims on advertisements and graphics are true, accurate and legal; and (ii) that no third party Intellectual Property Rights are violated by any materials and/or content provided by the Client. Profit Solutions will not be responsible for any legal, technical, or regulatory specifications.
4.6 Approvals. Profit Solutions and Client understand and agree that any Client delay in providing Profit Solutions with express approval regarding creative content such as writing, graphical content, ads, or the like, can prevent, delay, or otherwise hinder Profit Solutions’ contractual performance of the Agreement. Therefore, Profit Solutions and Client agree to all of the following:
a. Profit Solutions may publish any content on behalf of Client that Profit Solutions reasonably believes will provide benefit to Client with Client’s express approval; and
b. Before Profit Solutions publishes any content, Profit Solutions shall request that Client promptly approve said content, either orally or in writing; and
c. If Client fails to provide Profit Solutions with written disapproval of content within 48-hours of Profit Solutions’ content submittal request, Client’s approval shall be imputed automatically and immediately, and deemed “tacitly approved”; and
d. Client and Profit Solutions agree that Profit Solutions is permitted to publish any tacitly approved content as if it were expressly approved by Client.
4.7 Delays. If any delay is still caused due to Client’s lack of a timely or accurate feedback and/or provision of details and/or content, Profit Solutions shall not be liable or responsible for that delay. Any Services not performed during a Term due to such a delay shall not roll-over to a subsequent Term where applicable.
5. Subscriptions & Payments
5.1 Subscriptions. The Client acknowledges that the Services shall operate on a month-to-month subscription basis. Subscription renewal occurs automatically on a monthly basis, unless the Client cancels the subscription in accordance with the cancellation policy outlined in these Terms of Service.
5.2 Fees. In consideration for the Services to be performed by Profit Solutions, Client agrees to pay Profit Solutions on a recurring monthly basis. The first payment due shall be the pro-rated fee for the remainder of the current month during which the Client enters into the Agreement. Each subsequent full monthly payment shall be due on the first month of every month. The Agreement shall not come into force until the Client pays the first month’s fee.
5.3 Invoices. Invoices and billing statements shall be provided electronically to the email address provided by the Client.
5.4 Enforcement of Payment. Notwithstanding anything to the contrary, in the event legal action is required to enforce the payment terms of the Agreement, Profit Solutions shall be entitled to collect from Client any judgment or settlement sums due plus reasonable attorneys’ fees, court costs and other expenses incurred by Profit Solutions for such collection action.
5.5 Payment Authorization. By executing this Agreement, the Client is authorizing Profit Solutions to automatically charge the credit/debit card provided by the Client, and to continue charging the credit/debit card at the agreed upon intervals during the Term of this Agreement. This applies to all fees listed and/or described in this Agreement. The Client hereby agrees to maintain all such credit/debit card information up-to-date and complete and understands that refusal by the payment provider of amounts due and owning under this Agreement, may result in (i) Profit Solutions ceasing to provide the Services until all amounts due have been received by Profit Solutions, and/or (ii) a material breach of this Agreement (without prejudice to any other remedies available to Profit Solutions under applicable law).
5.6 Electronic Funds Transfer. The Client shall pay Profit Solutions, and authorizes Profit Solutions to electronically deduct, any and all fees arising out of this Agreement using ELECTRONIC FUNDS TRANSFER (“EFT”) according to the terms of the Agreement, and from the Client’s account.
5.7 Restrictions on Chargebacks. The Client acknowledges and agrees that chargebacks shall only be initiated under this Agreement in cases where Profit Solutions has materially breached its obligations as defined herein or in the event of fraudulent transactions. Chargebacks initiated without valid grounds or for reasons unrelated to a material breach shall be considered a breach of this Agreement by the Client.
5.8 Consequences of Unwarranted Chargebacks. In the event the Client initiates an unwarranted chargeback without valid grounds, the following consequences shall apply:
a. Immediate Suspension of Services. Profit Solutions reserves the right to immediately suspend all Services, until the chargeback dispute is resolved to Profit Solutions’ satisfaction.
b. Chargeback Costs. The Client shall be responsible for covering all costs incurred by Profit Solutions in association with the chargeback, including but not limited to administrative, legal, and banking fees.
c. Termination of Agreement. Profit Solutions may, at its sole discretion, terminate this Agreement if the Client initiates unwarranted chargebacks, with all outstanding fees and charges becoming immediately due and payable.
5.9 Refunds. Profit Solutions and the Client expressly agree that there are no refunds of any kind under any circumstances. Furthermore, Profit Solutions and Client expressly agree that any performance issues shall only be rectified through a billing credit applied to future Monthly Fees payments, or alternatively, the remediation of any such deficient performance at no additional cost to the Client.
5.10 Late Fees. Late payments by Client shall be subject to an interest rate of 1.5 % per month from the due date until the amount is paid, calculated on a daily basis. Any EFT payment returned or rejected by Client’s bank shall be subject to a $40 non-sufficient funds fee payable by Client to Profit Solutions. Profit Solutions has the right to discontinue Services without notice to Client if any payment becomes delinquent by more than 7 days, at its sole and absolute discretion.
6.1 Confidential Information. For the purposes of this Agreement "Confidential Information" means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
6.2 Confidentiality Obligations. Each Party undertakes that, except as provided by this Clause 6 or as authorized in writing by the other Party, it shall, at all times during the period of this Agreement and after its termination:
a. use reasonable endeavours to keep confidential all Confidential Information;
b. not disclose any Confidential Information to any other person;
c. not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
d. not make any copies of, record in any way or part with possession of any Confidential Information; and
e. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 6.
6.3 Permitted Disclosure. Either Party may:
a. disclose any Confidential Information to: (i) any sub-contractor or supplier of that Party; (ii) any governmental or other authority or regulatory body; or (iii) any employee or officer of that Party or of any of the aforementioned persons, to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that Party first informing the person in question that the Confidential Information is confidential and having the third person commit to confidentiality obligations equal to those in this Agreement; and
b. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it either is at the date of this Agreement or at any time after that date it becomes public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge; an
c. use or disclose any Confidential Information or any part thereof which can be shown by that Party, to the reasonable satisfaction of the other Party, to have been known to that Party prior to such disclosure.
6.4 Survival. The provisions of this Clause 5 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
7. Intellectual Property
7.1 Assignment of Rights. Profit Solutions assigns to the Client its entire right, title and interest in anything created or developed by the Customer for the Client under this Agreement (the “Work Product”). The Work Product shall include the marketing content created by Profit Solutions for the Client, provided that the Client has met and continues to meet all payment obligations hereunder, and that Client using the Work Product only for its intended purposes.
7.2 Rights to Funnel. Any funnel created by Profit Solutions for the Client shall not be included under the Work Product, and the funnel shall cease to exist upon the effective termination of this Agreement. The Client shall have no rights whatsoever to the funnel, and the funnel cannot be transferred, duplicated, or otherwise used or distributed by the Client.
7.3 Profit Solutions' Reusable Materials. Profit Solutions owns outright, and/or owns a license to use and sublicense, various materials in existence before this Agreement’s date of execution (“Profit Solutions' Materials”). Profit Solutions may include Profit Solutions' Materials in the work performed under this Agreement. Profit Solutions retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in Profit Solutions' Materials.
7.4 License. Profit Solutions grants the Client a perpetual, royalty-free, nonexclusive, non-transferable, non-sublicensable license to use any of Profit Solutions’ Materials incorporated into the work performed by Profit Solutions under this Agreement.
8. Restrictive Covenants
8.1 Non-Solicitation of Profit Solutions’ Customer Success Managers. Profit Solutions and Client agree Profit Solutions has invested time, energy, and money into the training of its Customer Success Managers relating to the provided Services. Consequently, Profit Solutions and Client agree that while this Agreement is in effect and for the period of not less than one (2) years thereafter, in consideration of the Services provided by Profit Solutions hereunder, Client shall not, directly or indirectly, for himself or as principal, agent, independent contractor, Profit Solutions, director, officer, member, or employee of any other person, firm, corporation, partnership, company, association, business or other entity, solicit, attempt to contract with, or enter into a contractual or business relationship of any kind with any of Profit Solutions’ Customer Success Managers that the Client has been in contact with during the Term of the Agreement. Both Profit Solutions and Client hereto acknowledge and agree that each individual breach of the non-solicitation of Profit Solutions’ Customer Success Managers described above shall give rise to liquidated damages in the amount of $10,000 per occurrence, and these liquidated damages shall not be considered penalties. Further, these damages may be charged by Profit Solutions without prejudice to any other remedy available to it under applicable law. Both Profit Solutions and Client further acknowledge that (i) the amount of loss or damages likely to be incurred by Profit Solutions is incapable or is difficult to precisely estimate, (ii) the amounts specified above bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by Profit Solutions, and (iii) both Profit Solutions and Client are sophisticated business parties and have negotiated this Agreement at arm's length.
9. Limitation of Liability
9.1 Warranty. The Client must report any deficiencies in Profit Solutions' Services to Profit Solutions in writing within 30-days of performance to receive warranty remedies. Software bugs are to be expected and addressed under the terms of the Agreement. Client's exclusive remedy for any breach of the above warranty shall be the re-performance of Profit Solutions' services. If Profit Solutions is unable to re-perform the services, Client shall be entitled to recover the fees paid to Profit Solutions for the deficient services if so permitted under applicable law. Profit Solutions warrants to the Client that the Services will be of the kind and quality designated. However, Profit Solutions makes no warranty or guarantee other than the SEO Guarantee set forth in Section 9 of this Agreement.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO THE AGREEMENT. Profit Solutions GIVES NO WARRANTY AND/OR GUARANTEE OF ANY PARTICULAR RESULT OR OUTCOME OF THE SERVICES UNDER THIS AGREEMENT.
9.2 Limited Liability. Profit Solutions’ total liability to Client under the Agreement for damages, costs and expenses shall not exceed the total compensation received by Profit Solutions under this Agreement during the past 6 months of the Agreement.
IN NO EVENT SHALL Profit Solutions, ITS AFFILIATES, SUBSIDIARIES, OWNERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, VENDORS, SUCCESSORS, AND ASSIGNS, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, OR ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR WITH ANY DELAY OF OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT, INFORMATION, SOFTWARE, AND/OR PRODUCTS OBTAINED THROUGH THE SERVICES, THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ITEMS, OR OTHERWISE, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY THROUGH THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. FURTHER, SUCH PARTIES SHALL NOT BE LIABLE, REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE CONTENT, INFORMATION OR SERVICES PROVIDED BY OR KNOW-HOW OR OTHER INFORMATION CONTAINED WITHIN THE SERVICES.
9.3 Indemnification. Client hereby agrees to indemnify and hold harmless Profit Solutions, and its directors, subsidiaries, officers, and contractors, from and against any and all claims, demands, and actions, and any liabilities, damages, or expenses incurred resulting from the Client’s breach of this Agreement or applicable law, including reasonable attorneys’ fees, arising out of or relating to this Agreement.
9.4 Force Majeure. Neither Party shall be held responsible for any delay or failure in performance under this Agreement caused by Force Majeure. The affected Party shall promptly notify the other Party in writing of the occurrence of a Force Majeure event, specifying the nature and expected duration of the event. The affected Party shall make all reasonable efforts to mitigate the impact of the Force Majeure event on its performance under this Agreement. The time for performance of any affected obligations under this Agreement shall be extended for a period equal to the duration of the Force Majeure event, provided that the affected Party continues to use reasonable efforts to perform its obligations.
10.1 Term of Agreement. This Agreement will become effective upon the Effective Date. All Agreements shall be subject to the Minimum Term, during which the Agreement may not be terminated the Client. If the Client terminates this Agreement during the Minimum Term, or if Profit Solutions has to terminate the Agreement during the Minimum Term due to the Client (a) breaching this Agreement or applicable law; or (b) otherwise behaving or acting in a way that makes it impossible for Profit Solutions to continue to provide its Services hereunder, the Client shall remain liable to pay the full fees that would otherwise have been paid during the entire Minimum Term, had the Agreement not been terminated.
10.2 Termination By Client. Upon expiry of the Minimum Term, Client must provide a 30-day written notice of its intention to terminate the Agreement, unless another notice term has been specified as part of a Plan on the commencement date of the Agreement (as evidenced in writing in the electronic services receipt to be sent to the Client after sign-up). Upon expiry of the 30-day notice period, no additional charges shall be incurred by the Client. The Client is required to give notice in writing to firstname.lastname@example.org.
10.3 Termination For Cause by Profit Solutions.
a. Material Breach. Profit Solutions may terminate this Agreement immediately in the event that the Client commits a material breach of any provision of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach.
b. Non-Payment. Profit Solutions reserves the right to suspend or terminate services in the event of the Client's failure to make timely payments as outlined in this Agreement. Termination due to non-payment shall not relieve the Client of its payment obligations for services rendered or fees incurred prior to the termination date, which shall include all fees due during the Minimum Term.
10.4 Termination Without Cause by Profit Solutions. Profit Solutions may terminate this Agreement without cause by providing written notice to the Client with at least thirty (30) days' notice prior to the intended termination date. In the event of such termination, the Client shall be responsible for all fees and charges incurred up to the date of termination, including any unpaid fees for services already rendered.
10.5 Consequences of Termination.
a. Ceasing the Services. Upon termination of this Agreement for any reason, Profit Solutions shall promptly cease all services and relinquish control of the Client's digital assets, including but not limited to advertising accounts, campaign data, and creative materials, in accordance with the terms of this Agreement.
b. Asset Transfer: The Client may request the transfer of certain digital assets, subject to a reasonable fee, provided that all outstanding fees and charges are settled in full. Profit Solutions shall cooperate in facilitating the transfer of assets to the Client or its designated representative.
10.6 Survival of Provisions. Termination shall not affect any provisions of this Agreement that, by their nature, are intended to survive termination, including but not limited to confidentiality, intellectual property rights, and payment obligations.
11.1 Sub-Contractors. Profit Solutions has the right to engage subcontractors to perform the Services under the Agreement, either whole or in part. These third parties will enter into relevant confidentiality obligations.
11.2 Relationship. Profit Solutions and the Client are deemed to be independent contractors of one another and nothing in this Agreement suggests that the Client and Profit Solutions intend to create a joint venture, partnership, agency, or employee/employer relationship.
11.3 Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether oral or written.
11.4 Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision unless acknowledged and agreed to in writing.
11.5 Assignment. The Client may not assign this Agreement without the prior written consent of Profit Solutions.
11.6 Amendments. Profit Solutions reserves the right to amend these Terms of Service at any time. Amendments may be made for various reasons, including changes in the law, improved services, or operational considerations. Profit Solutions shall provide written notice to the Client of any changes and their effective date. Upon receiving notice of the proposed amendments, the Client has a period of 30 days to review and consider the changes. During this period, the Client may decide whether to accept or reject the amendments (the latter may lead to termination of the Agreement). If the Client does not provide written notice of rejection within 30 days after receiving notice, this will be construed as consent to the amendments. The Client will be deemed to have agreed to the updated Terms of Service.
11.7 Severability. In the event that any of the provisions of this Agreement shall be held by a court to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect.
11.8 Electronic Signatures. This Agreement may be executed and delivered by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. The Parties agree that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
11.9 Notices. All notices and other communications in connection with the Agreement shall be in writing and shall be considered given as follows:
12.1 Applicable Law and Venue. The laws of the State of California shall govern the Agreement. The venue for any legal action to enforce the terms of The Agreement will be in Los Angeles County, California and both Parties expressly submit to the jurisdiction of the state and federal courts located in Los Angeles County, California.
12.2 Dispute Under Agreement. Any dispute, controversy, or claim arising out of or relating to this Agreement, its interpretation, enforcement, breach, or validity, including claims for specific performance or injunctive relief, shall be submitted to JAMS for arbitration in accordance with its Comprehensive Arbitration Rules and Procedures, provided, however, that any Party may seek preliminary injunctive relief from a court of competent jurisdiction before the arbitration panel is appointed. The arbitration shall take place in Los Angeles, California, unless otherwise agreed upon by the Parties in writing. The Party initiating the arbitration shall be responsible for the payment of the initial filing fee. In the event that the arbitration panel determines that the claim or claims asserted in the arbitration were unfounded or brought in bad faith, the Party initiating such unfounded or bad faith claims shall be responsible for reimbursing the other Party for all reasonable arbitration fees and expenses incurred, including the filing fee paid by the other Party. The arbitration award shall be final and binding upon the Parties and may be enforced in any court of competent jurisdiction.