Please READ Carefully, by viewing Solara Sophia’s (herein referred to as “I” “company” “we” “us” or “our”) website (www.solarasophia.com) and/or purchasing Solara Sophia’s programs, products, and/or services you are agreeing to these terms and giving your virtual signature. By viewing Solara Sophia’s website (www.solarasophia.com) and/or purchasing Solara Sophia’s programs, products, and/or services you (herein referred to as “Client” “you” or “other”) agree to the following terms stated herein.

 

Website Disclaimer

Welcome to our website. If you continue to browse and use this website (www.solarasophia.com), you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Solara Sophia's relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.

The use of this website is subject to the following terms of use:

The content of the pages of this website is for your general information and use only. It is subject to change without notice.

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness, or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services, or information available through this website meet your specific requirements.

This site is solely for informational and educational purposes. Application of the techniques, ideas, and suggestions presented in this site is done at the reader’s sole discretion and risk. The author and publisher of this site make no representations or warranties of any kind with respect to this site and its contents. Solara Sophia disclaims all such representations and warranties including, but not limited to, any implied warranties of merchantability for any particular purpose.

In addition, Solara Sophia does not represent or warrant that the information accessible on this site is accurate, complete or current. Neither Solara Sophia nor any of its directors, representatives or employees will be liable or responsible for any special, incidental, or consequential damage caused or alleged to be caused directly or indirectly by the information contained in this site.

This website may also include links to other websites. These links are provided for your convenience to provide further information. We do not endorse any linked website(s). We have no responsibility for the content of linked website(s).

Your use of this website and any dispute arising out of such use of this website is subject to the laws of the United States.

 

Privacy Policy

www.solarasophia.com is serious about protecting your online privacy. This Privacy Statement explains our views and practices concerning privacy, and how they may pertain to you as a user of our website.

“You” or “Your” means you as a participant in or as a user of the www.solarasophia.com website. “We” or “Our” or “Us” means www.solarasophia.com. “Our site” means www.solarasophia.com.

All information transmitted, printed or otherwise submitted to solarasophia.com via this website shall be deemed to be the property of www.solarasophia.com and www.solarasophia.com shall be free to use such information for any lawful purpose as detailed herein.

This site contains links to other sites and we are not responsible for the privacy practices or the content of such sites.

We reserve the right to release such information to law enforcement or other governmental officials as we, in our sole and absolute discretion, deem necessary to comply with the law.

 

Section 1: Collected Information

We automatically collect and/or track the following:

  • Web page http headers (home server domain names, IP address, type of client computer, and type of Web browser); information knowingly provided by you through on-line forms, registration forms, surveys, and/or other entries, such as email addresses, personal, financial or demographic information; information, user specific or aggregate, on what pages our visitors access; and

  • E-mail addresses of visitors that communicate with DigitalMarketer.com via e-mail.

 

Section 2: Use of Data Collected

We use your personal, demographic and profile data to enhance your experience at our site and to enable us to present content we think you might be interested in.

We use your contact information to send you information about our company and promotional material from our partners.

We may also use your personal, demographic and profile data to improve our site, for statistical analysis, for marketing and promotional purposes, and for editorial or feedback purposes for our advertisers Information collected by us may be added to our databases and used for future telemarketing, SMS text-messaging, e-mails or postal mailings regarding site updates, new products and services, upcoming events, and/or status of orders placed online.   By using this site, you agree that you may be contacted in any manner contemplated in this section even if your number is found on a do not call registry, in-house list or similar registry.

 

Section 3: Disclosure of Data to Third Parties

If you choose to provide personal information, it will be used for the following purposes:

considering you for a www.solarasophia.com product; as required by law; and marketing products and services which we determine, in our sole judgment, that you might find of interest. We reserve the right to share, rent, sell, or otherwise disclose data we collect to third parties.

Any third party we share, rent, sell, or otherwise disclose data to will be prescreened by us, determined by us to be reputable, and will use the personal data for marketing products and services which we determine, in our sole judgment, that you might find of interest.

 

Section 4: Your Opt-Out Rights

You may opt-out of receiving communications from us and/or our partners by not submitting your information. We also allow you to remove your information from our marketing lists. If you remove your information from our marketing lists it will no longer be used by us to send promotional correspondence to you.

You can remove your information from our marketing lists by sending your request, in writing, via email to: solarasophia@gmail.com

 

Section 5: We Do Not Intend to Collect Data from Children

The information and services provided to us or our affiliates, sponsors, and advertisers are not intended to be viewed by children (under 18 years old). No information collected from children is knowingly used for any marketing or promotional purposes whatsoever, either inside or outside www.solarasophia.com. No part of www.solarasophia.com’s website is structured to attract anyone under the age of 18.

 

Section 6: Our Right to Contact You

We reserve the right to contact you regarding your account status and changes to subscriber agreements, privacy policy, or any other policies or agreements relevant to you.

 

Section 7: Our Right to Change

We reserve the right to change this policy at any time by notifying you of the existence and location of the new or revised privacy policy or by posting the changes online at our site.

 

Section 8: Our Contact Information

If you have any questions about this privacy statement, the practices of this site, or your dealings with this website, you can contact us via email sent to: solarasophia@gmail.com

 

Section 9: Anti Spam Policy

Can-Spam Act Compliance. www.solarasophia.com is dedicated to ensuring compliance with the ‘Can-Spam Act’, which took effect January 1, 2004. You may receive email from www.solarasophia.com in the following circumstances:

Acknowledging your application has been received and requesting additional action Requests for additional information to support your current application

Response to your inquiries regarding the status of your transactional requests, Thanking you for your valued business, Advertisements for our products, services, changes in services, new product availability, Advertisements for third party products and services where we have determined that such product or service may be of interest to our customers.

To ensure compliance with the Can-Spam Act, www.solarasophia.com has implemented the following guidelines for email delivery:

All emails sent to you by www.solarasophia.com will clearly identify Solara Sophia as the sender. FROM / SENDER: Solara Sophia or solarasophia@gmail.com

All third party marketing partners are required to comply with the Can-Spam Act.

Emails sent to you directly by www.solarasophia.com and solarasophia@gmail.com will include an email address where you can send a written notice that you would like to unsubscribe, suggestions, complaints or other correspondence.

 

Section 10: Information for ISPs

Web site: www.solarasophia.com

Email Address: solarasophia@gmail.com

www.solarasophia.com understands consumers’ concerns over the use of their personal information. We hope this information will relieve any concerns your company may have regarding our email policies. www.solarasophia.com and its affiliated sites use only an “opt-in or opt out” method of obtaining customer information, and it is not our policy or desire to send unsolicited email.

We obtain email addresses and personal information from third parties that follow the same set of policies.

www.solarasophia.com email messages sent always include information about the origin of the emails and recipients can unsubscribe from receiving future email messages by directly e-mailing solarasophia@gmail.com

From time to time, www.solarasophia.com will enter into an arrangement with a third party website to allow individuals to opt into our marketing program on those third party websites. In each case the third party websites have represented and warranted to us, among other things, that the data was collected voluntarily from individuals on website registrations and co-registrations, that the sellers have a right, under any applicable privacy statements, to transfer the data to us, and that www.solarasophia.com has the right to send marketing offers to the individuals.

We hope this information satisfies any questions or concerns you may have regarding the email practices of www.solarasophia.com. If you have additional questions or wish to discuss this matter further, please contact us at: solarasophia@gmail.com


 

Terms & Conditions

DISCLAIMER

Client understands that Solara Sophia is not an employee, agent, lawyer, doctor, manager, therapist, public relations or business manager, registered dietician, or financial analyst, psychotherapist or accountant. Client understands that their participation in using this website and Solara Sophia’s programs, products, and/or services will not treat or diagnose any disease, illness, or ailment and if they should experience any such issues they should see their registered physician or other practitioner as determined by their own judgment.

Client agrees to abide by all policies and procedures as outlined in this agreement as a condition of their participation in using Solara Sophia’s website and coaching Programs, products, and/or services.

Client understands that Solara Sophia has not promised, shall not be obligated to and will not; (1) procure or attempt to procure employment or business or sales for Client; (2) Perform any business management functions including but not limited to, accounting, tax or investment consulting, or advice with regard thereto; (3) act as a therapist providing psychoanalysis, psychological counseling or behavioral therapy; (4) act as a public relations manager (5) act as a publicist to procure any publicity, interviews, write-ups, features, television, print or digital media exposure for Client; (6) introduce Client to Consultant’s full network of contacts, media partners or business partners. Client understands that a relationship does not exist between the parties after the conclusion of this program. If the Parties continue their relationship, a separate agreement will be entered into.

 

PAYMENTS

All payments must be made on a timely basis and no refunds will be issued for completed transactions, products, and/or services at any time, under any condition.

If you have any questions, please let us know by contacting our support team directly. The email is solarasophia@gmail.com.

 

CONFIDENTIALITY

The Company respects Client’s privacy and insists that Client respects the Company’s and Program Participants (herein referred to as “Participants”). Thus, consider this a mutual non-disclosure agreement. Any Confidential Information shared by Program participants or any representative of the Company is confidential, Proprietary, and belongs solely and exclusively to the Participant who discloses it. Parties agree not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the forum or otherwise.

Client agrees not to use such confidential information in any manner other than in discussion with other Participants during Program. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party.

Both Parties will keep Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.

Client agrees not to violate the Company’s publicity or privacy rights. Furthermore Client will NOT reveal any information to a third party obtained in connection with this Agreement or Company’s direct or indirect dealings with Client including but not limited to; names, email addresses, third-party company titles or positions, phone numbers or addresses.

Additionally, Consultant will not, at any time, either directly or indirectly, disclose confidential information to any third party.

Further, by visiting www.solarasophia.com or purchasing Solara Sophia’s programs, products, and/or services you agree that if you violate or display any likelihood of violating this session the Company and/or the other Program participant(s) will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations.

COMPANY strives for accuracy in all item descriptions, photographs, compatibility references, detailed specifications, pricing, links and any other product-related information contained herein or referenced on our website. Due to human error and other determinates we cannot guarantee that all item descriptions, photographs, compatibility references, detailed specifications, pricing, links and any other product-related information listed is entirely accurate, complete or current, nor can we assume responsibility for these errors. In the event a product listed on our website is labeled with an incorrect price due to some typographical, informational, technical or other error, COMPANY shall at its sole discretion have the right to refuse and/or cancel any order for said product and immediately amend, correct and/or remove the inaccurate information. Additionally, all hyperlinks to other websites from COMPANY are provided as resources to customers looking for additional information and/or professional opinion. COMPANY does not assume responsibility for the claims and/or representations made on these or any other websites.

 

PRODUCT REVISIONS

COMPANY is not responsible for changes or variations in product specifications and/or physical appearance, since in some cases COMPANY acts as a distributor for others. In the interest of our customers, COMPANY puts forth its best efforts to ensure that all product information is up-to-date and factual.

 

NON-DISCLOSURE OF COACHING MATERIALS

Material given to Client in the course of Client’s work with the Company is proprietary and developed solely and specifically for Company. All materials, procedures, policies, and standards, all teaching manuals, all teaching aids, all supplements and the like that have been or will be made are for personal use in or in conjunction with this training program only. Original materials that have been provided to Client are for Client’s individual use only and a single-user license. Client agrees that such proprietary material is solely for Client’s own personal use. Any disclosure, reproduction and sale by Client to a third party is strictly prohibited. Program content may not be sold, tape recorded, videotaped, shared, taught, given away, or otherwise divulged without the express written consent of Solara Sophia.

 

CLIENT RESPONSIBILITY

Program is developed for strictly educational purposes ONLY. Client accepts and agrees that Client is 100% responsible for their progress and results from the Programs, products, and/or services. Company makes no representations, warranties or guarantees verbally or in writing. Client understands that because of the nature of the program and extent, the results experienced by each client may significantly vary. Client acknowledges that as with any business endeavor, there is an inherent risk of loss of capital and there is no guarantee that Client will reach their goals as a result of participation in the Program. Program education and information is intended for a general audience and does not purport to be, nor should it be construed as, specific advice tailored to any individual. Company assumes no responsibility for errors or omissions that may appear in any program materials.

 

INDEPENDENT CONTRACTOR STATUS

Nothing in this Agreement is to be construed as creating a partnership, venture alliance, or any other similar relationship. Each party shall be an independent contractor in its performance hereunder and shall retain control over its personnel and the manner in which such personnel perform hereunder. In no event shall such persons be deemed employees of the other party by virtue of participation or performance hereunder.

 

SEVERABILITY/WAIVER

If any provision of this Agreement is held by to be invalid or unenforceable, the remaining provisions shall nevertheless continue in full force. The failure of either Party to exercise any right provided for herein will not be deemed a waiver of that right or any further rights hereunder.

 

MISCELLANEOUS

LIMITATION OF LIABILITY. Client agrees they used Company’s services at their own risk and that Program is only an educational service being provided. Client releases Company, its officers, employees, directors, subsidiaries, principals, agents, heirs, executors, administrators, successors, assigns, Instructors, guides, staff, Participants, and related entities any way as well as the venue where the Programs are being held (if applicable) and any of its owners, executives, agents, or staff (hereinafter “Releasees”) from any and all damages that may result from any claims arising from any agreements, all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from my participation in the Programs. Client accepts any and all risks, foreseeable or unforeseeable.

Client agrees that Company will not be held liable for any damages of any kind resulting or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Company’s services or enrollment in the Program. Company assumes no responsibility for errors or omissions that may appear in any of the program materials.

 

NON-DISPARAGEMENT. The Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below.  The parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other.

Neither Client nor any of Client’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its programs, members, owner directors, officers, Affiliates, subsidiaries, employees, agents or representatives.

 

ASSIGNMENT. Client may not assign this Agreement without express written consent of Company.

 

MODIFICATION. Company may modify terms of this agreement at any time. All modifications shall be posted on Solara Sophia’s website, www.solarasophia.com

 

TERMINATION. Company is committed to providing all clients in the Program with a positive Program experience. By visiting www.solarasophia.com and/or purchasing Solara Sophia’s programs, products, and/or services, Client agrees that the Company may, at its sole discretion, terminate this Agreement, and limit, suspend, or terminate Client’s participation in the Program without refund or forgiveness of monthly payments if Client become disruptive to Company or Participants, Client fails to follow the Program guidelines, is difficult to work with, impairs the participation of the other participants in the Program or upon violation of the terms as determined by Company. Client will still be liable to pay the total contract amount.

 

INDEMNIFICATION. Client shall defend, indemnify, and hold harmless Company, Company’s officers, employers, employees, contractors, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors. Client shall defend Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. Client recognizes and agrees that all of the Company’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company.

In consideration of and as part of my payment for the right to participate in Solara Sophia’s Programs, the undersigned, my heirs, executors, administrators, successors and assigns do hereby release, waive, acquit, discharge, indemnify, defend, hold harmless and forever discharge Online Marketing Education and its subsidiaries, principals, directors, employees, agents, heirs, executors, administrators, successors, and assigns and any of the training instructors, guides, staff or students taking part in the training in any way as well as the venue where the Programs are being held (if applicable) and any of its owners, executives, agents, or staff (hereinafter “Releasees”) of and from all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from my participation in the Programs.

 

RESOLUTION OF DISPUTES. If not resolved first by good-faith negotiation between the parties, every controversy or dispute relating to this Agreement will be submitted to the American Arbitration Association. All claims against Company must be lodged within 100-days of the date of the first claim or otherwise be forfeited forever. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand. The parties shall cooperate to ensure that the arbitration process is completed within the ninety (90) day period. The parties shall cooperate in exchanging and expediting discovery as part of the arbitration process. The written decision of the arbitrators (which will provide for the payment of costs) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or a decree in equity, as circumstances may indicate. In disputes involving unpaid balances on behalf of Client, Client is responsible for any and all arbitration and attorney fees.

 

EQUITABLE RELIEF. In the event that a dispute arises between the Parties for which monetary relief is inadequate and where a Party may suffer irreparable harm in the absence of an appropriate remedy, the injured Party may apply to any court of competent jurisdiction for equitable relief, including without limitation a temporary restraining order or injunction.

 

NOTICES. Any notices to be given hereunder by either Party to the other may be effected by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing. For purposes of this Agreement, “personal delivery” includes notice transmitted by email. Email: solarasophia@gmail.com

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and permitted assigns. Any breach or the failure to enforce any provision hereof shall not constitute a waiver of that or any other provision in any other circumstance.

This Agreement constitutes and contains the entire agreement between the parties with respect to its subject matter, supersedes all previous discussions, negotiations, proposals, agreements and understandings between them relating to such subject matter.

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, United States of America.

 

Virtual Contract

1. CLIENT DUTIES

(a) Tools to be Provided by Client: Client agrees to provide all tools, information and documentation that may be required by Company to effectively perform said responsibilities in connection with the performance of services.

(b) Additional Client Responsibilities:

i) Call on time (via Skype) at our scheduled times. You’ll have my full undivided attention for each of our 50 minute sessions. solarasophia333

ii) If something comes up and you need to reschedule, you must do so at least 48 hours in advance of the scheduled appointment. If you pass the 48 hour mark, you’ll forfeit that week’s session and will begin again at the next scheduled session.

iii) If, at any point, there is something recommended or suggested that you feel uncomfortable with, or do not connect with please express so immediately so we can investigate if it is due to resistance or beliefs and work through it or adjust if necessary.

iv) Take 100% full responsibility for getting the results you desire. I will show up 100% for you, and you must be willing to do the work, ask questions when you’ve got them and reach out for support when you need it.

v) I will always stand for your dreams and hold you to them. All I ask is that you show up on time, implement what I ask you to implement, tell the truth, keep an open heart and mind, and follow through with the action steps we decide are best for you to keep you in momentum.

 

EMAILING IN BETWEEN APPOINTMENTS

For personal requests or emergencies you can email: solarasophia@gmail.com

For questions regarding scheduling or the Program, please email: solarasophia@gmail.com

The Company will answer your questions Monday-Friday between 1pm and 5pm during non-holiday and vacation weeks. Please allow 2-3 business days for a response. The Client understands that email sent on a Saturday or Sunday may receive a response on the following Monday or Tuesday.  

 

2. CANCELLATION

By virtually agreeing to this agreement Client is committing to paying the full amount due and to participating to the fullest extent for the duration of the program.  

 

3. REFUNDS

Client is responsible for full payment of fees for the entire Program, regardless of whether Client completes the Program and regardless of whether Client has selected a lump sum or monthly payment plan. If Client elects to discontinue their participation in the Program for any reason, Client is still responsible for any and all outstanding balance(s). To further clarify, no refunds will be issued and all scheduled payments must be made on a timely basis.  

 

4. NO GUARANTEES

Company cannot guarantee the outcome of coaching services and Company’s comments about the outcome are expressions of opinion only. Company makes no guarantees other than that the services described in Paragraph 1(a) shall be provided to Client in accordance with the terms of this agreement. Client acknowledges that Company cannot guarantee any results for Coaching as such outcomes are based on subjective factors that cannot be controlled by Company.

 

5. CONFIDENTIALITY

(a) Client Information: Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information. Upon request, Company hereto will promptly return or destroy all documents containing Confidential Information and delete all electronic records of or containing the same.

(b) Public Disclosure: Neither party may disclose the terms of this Agreement. Neither party shall make any formal or informal public statement, press release or other announcement regarding the existence or terms of this Agreement without the other party’s prior written approval.

(c) Non-Disparagement: Member shall, during and after the participation in and use of the Company’s services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

 

6. WARRANTIES

(a) Company’s Warranties: Company represents, warrants and covenants that Company has full authority to enter into this Agreement and that all of the services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.

(b) Client’s Warranties: Client represents, warrants and covenants that Client has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.

(c) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

 

7. LIMITATION OF LIABILITY

(a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND

(b) IN NO EVENT SHALL A PARTY’S LIABILITY EXCEED THE FEES PAID UNDER THIS

AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.

 

8. ENTIRE AGREEMENT; MODIFICATION; WAIVER

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

 

9. NEUTRAL CONSTRUCTION

This Agreement was prepared by Company and/or Company’s legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.

 

10. ASSIGNMENT

This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under this Agreement.

 

11. GOVERNING LAW; VENUE; MEDIATION

This Agreement shall be construed in accordance with, and governed by, the laws of the State of Oregon as applied to contracts that are executed and performed entirely in Oregon. The exclusive venue for any court proceeding based on or arising out of this Agreement shall be in Salem, Oregon. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

 

12. RECOVERY OF LITIGATION EXPENSES

If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

 

13. SEVERABILITY

If any term, provision, covenant or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.