Last modified: May 2021
The following are the terms and conditions that apply to your use of the Services (as defined below) offered and provided by CBB Inc., a company incorporated under the laws of the State of Delaware, United States with principal place of business located at 701 Tillery St #12, Austin, Texas, 78702 US, and any of its affiliates (“CBB”).
Client must read these Terms carefully. By accessing www.8fig.co (the “Website”), and/or engaging CBB’s Services, Client confirms that he/she has read, understood, and agreed to these Terms in their entirety. If Client do not agree to these Terms in their entirety, please do not use the Website or render any of our Services.
CBB may, at any time, cease providing any, or all, of the Services at its sole discretion and without notice.
Any Client which accepts or agrees to these Terms on behalf of a corporation or any other legal entity (the "Legal Entity"), represents and warrants that it has the authority to bind that certain Legal Entity to these Terms which shall apply to that certain Legal Entity.
CBB and Client may each be referred to herein as a “Party” and collectively as the “Parties”.
1.1 CBB offers Clients access to CBB’s (i) online platform for managing e-commerce business and operation (the “Platform”) and; (ii) subject to a business due diligence conducted by CBB, a growth plan (which may include financing schemes) (the “Growth Plan”); to aid Clients engaged in e-commerce activities through online markets (e.g., Amazon, Shopify, etc.), drive up sales and accelerate business growth (collectively the “Service”).
1.2 To explore the possibility of benefiting from our Services, a potential Client needs to go to our Website an open a user account (the “Account”), which will require him/her to provide some compulsory personal information, as follows:
1.2.1 Creating an Account; Business Due Diligence.
18.104.22.168 To create an Account, the potential Client will be required to provide his/her email address and set a password to access his/her personal dashboard.
22.214.171.124 Once entering the personal dashboard, the potential Client shall be required to provide CBB with certain business information, such as, a description of its business, sales performance data, supply chain details including inventory and purchase prices, and the like (the “Business Information”), as part of a business due diligence to be conducted by CBB to determine if the potential Client is eligible for CBB’s Services.
126.96.36.199 In addition to the Business Information, and as part of the business due diligence, the potential Client shall be required to grant CBB with: (a) access to its online store (e.g., Amazon store); and (b) a “View-Only” access to potential Client bank account(s) (the “Information Access Rights”).
188.8.131.52 After receiving all the Business Information and Information Access Rights, CBB shall evaluate the potential Client’s business, and decide, based on its internal model and criteria, and at its sole discretion, if the potential Client is eligible for CBB’s Growth Plan or not (the “Client Evaluation Process”).
184.108.40.206 Potential Client should note that the completion of the online registration process does not constitute CBB’s acceptance of potential Client as eligible for CBB’s Services. CBB reserves the right to reject any potential Client, for any reason whatsoever or no reason at all.
220.127.116.11 If CBB considers a potential Client as eligible for CBB’s Services, CBB will notify potential Client by email within five (5) business days after completing the due diligence process to confirm that such potential Client is eligible for CBB’s Services and provide it with the Growth Plan (the “CBB Offer”).
18.104.22.168 Should Client accept the CBB Offer, Client shall also be required to execute an agreement providing the financial terms of the Service (which are being incorporated into these Terms by reference) (the “Financial Terms”), following which, Client shall be granted full access to CBB’s Platform and all the tools and services offered by CBB as part of the Services.
22.214.171.124 CBB’s acceptance of the potential Client as an eligible Client will take place only after CBB receives Client’s acceptance of the CBB Offer through its personal dashboard by clicking “I Accept” on the Growth Plan presented to it (the “Acceptance of Services”). The CBB Offer shall be effective for a period of seven (7) calendar days, and if not accepted by the Client within such timeframe, the CBB Offer shall expire and shall no longer be available to the Client. It is hereby being clarified that the CBB Offer is part of CBB’s Confidential Information and Client may not share it with any other person or make it available in any other way, subject to the provisions of Section 7 below.
1.3 If CBB determines, at its sole discretion, that it cannot provide a potential Client with a Growth Plan, then, CBB shall notify the potential Client by email of its decision. Nonetheless, CBB may decide, in its sole discretion, to grant Client with access to the Platform, provided that CBB reserves the right to delete or suspend such access at any time for any reason or no reason at all.
1.4 It is Client’s responsibility to always maintain his/her password and account information in strict confidence. CBB shall not be liable to Client or any person for any loss or damage which may arise as a result of any failure by Client to protect his/her password or account information.
1.5 If CBB is, or becomes, suspicious activity channeled through Client’s Account, CBB reserves the right to delete or suspend access to such account.
1.6 CBB shall not be required, nor shall it provide any information about the Client Evaluation Process whether such Client is determined to be eligible or not. Accordingly, CBB shall not provide Clients.
1.8 Client hereby confirms that all the data provided by him/her to CBB, (including as part of the Account registration process and Client Evaluation Process) is true, accurate and up to date in all respects and at all times. Client may update or correct his/her details at any time by going to his/her Account.
1.9 Client understands that CBB does not offer any warranty or representation that the use of the Service or reliance upon the Growth Plan will achieve any particular result. The Client further agrees and acknowledges that the Service is not intended to be used as the sole basis for any business decision, and if Client accepts the CBB Offer it does so at its own risk and on an “as is” basis.
1.10 Client acknowledges that CBB assumes no responsibility and expressly disclaim all warranties of any kind as to the overall integrity and quality of information provided by, or to, the Client, and that CBB cannot guarantee the accuracy or timeliness of data comprising the CBB Offer, or any possible implications derived thereby.
2.1 Subject to Client's continued compliance with these Terms (including, for avoidance of any doubt, payment of the fees), CBB hereby grants, and Client hereby accepts, a limited, personal, non-transferable, non-exclusive, non-assignable license during the Term (as defined below), to access and use the Service solely for Client’s internal business purposes (the "License"). The License granted herein includes the right to access and use the Service, in accordance with the documentation provided by CBB (the "Materials").
2.2 The Client will indemnify CBB and any affiliate thereof from and against any and all Losses (as such term is defined below) that are based on or arise directly or indirectly out of or from any use or access to the Service by any third party. Client agrees to immediately notify CBB of any unauthorized access or use of the Service or any breach of security.
2.3 CBB continuously makes efforts to improve the Service for the benefit of its clients, including the Client. CBB may, from time to time, develop enhancements, upgrades, updates, improvements, modifications, extensions and other changes to the Service or Materials including removing any feature or functionality of the Service (the “Modifications”). CBB shall implement and incorporate any available Modifications into the Service in its sole discretion, and Client hereby authorizes CBB, in advance, to implement and incorporate such Modifications into the Service, at any given time. CBB shall notify Client in advance of the implementation of any material Modifications, which it believes may have a material adverse effect on Client's use of the Service. If CBB makes any such material adverse change in the Service related to a functionality that is actually being used by the Client, and CBB decides, in its sole discretion, not to cancel such material adverse change within 30 days from Client's written request, Client may, within 30 days from the date of notice, terminate the license granted to use the Service. Client hereby authorizes CBB to implement such Modifications for use with the Service.
3. MUTUAL REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants toward the other Party hereto that: (i) it has the full power, legal capacity, and authority to enter into, deliver and fully perform its respective obligations set forth in these Terms; and (ii) the execution or performance of these Terms will not result in a violation or breach of any contract, agreement, policy, order, judgment, decree, rule, regulation or law to which such Party is bound.
4.1 The Client represents and warrants that: (i) it will not use the Service for any illegal or unauthorized purpose or infringe or promote the infringement of any intellectual, proprietary or other right of any party, and the Client will comply with all applicable laws and regulations (including, but not limited to, all applicable import and export laws, copyright and privacy laws) in the Client’s use of and access to the Service; (ii) Client is the owner of, or has the required rights in all of the information which is uploaded to the Service; and (iii) Client holds and maintains all personal information in compliance with any and all applicable laws.
4.2 Client will not, nor will Client allow anyone acting on its behalf, or other third party to: (a) copy, modify, adapt, translate or otherwise create derivative works of the Service; (b) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service; (c) rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Service; (d) remove any proprietary notices or labels from the Service; (e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; (f) develop any other product or service containing any of the concepts and ideas contained in the Service or use the Service for the purpose of building a similar or competitive product; (g) test the Service or use the Service in connection with any benchmark tests, evaluation, or any other tests of which the results are designated or likely to be published in any form or media, or otherwise made available to the public, without CBB prior written approval; (h) directly or indirectly take any action to contest CBB’s intellectual property rights or infringe them in any way; (i) make the Service available for timesharing, service bureau or application service provider; (j) remove, obscure, or alter any notice of copyright, CBB’s Marks (as such term is defined below), or other proprietary right appearing in or on any item included with the Service; (k) allow any third party to have access to the Service without CBB’s prior written consent.
CBB provides online technical chat support to its existing and potential Clients during standard USA (CST) business hours. To connect, please use the chat function at the bottom right of the screen, or email us at firstname.lastname@example.org.
6.1 In consideration for acquiring the License, Client shall pay CBB the fees agreed upon as part of Clients’ agreement to the Financial Terms under the Client’s Acceptance of Service process (the “Fee(s)”).
6.2 The Fee shall be payable by the Client in accordance with terms stated in the Financial Terms.
6.3 All Fees owed to CBB are non-cancellable and non-refundable. All Fees shall be due and fully paid by the Client via ACH transfer.
6.4 CBB shall have the right, in its sole discretion and in addition to any other rights and remedies provided under these Terms or otherwise to terminate the License provided to the Client under these Terms, or discontinue access to the Service if an invoice remains outstanding for more than thirty (30) days as of the invoice date. Client’s financial obligation to pay unpaid balances for services obtained from CBB under these Terms shall survive the termination of the Service and continue until the balance is paid in full.
6.5 Client agrees that any billing discrepancies or disputes not brought to the attention of CBB within seven (7) business days from the invoice date shall be waived and the invoiced amount shall be deemed to be correct.
6.6 The Fee payable hereunder, do not include local, state, or federal sales, use, excise, personal property, VAT or other taxes, customs and duties, including, without limitation, any withholding tax. Any such taxes, to the extent legally applicable, shall be borne and paid by the Client. The Client will pay all applicable taxes when invoiced by CBB or will supply appropriate tax exemption certificates in a form satisfactory to CBB. In cases wherein the Client is legally required to withhold any income or remittance tax from amounts payable to CBB, then (a) the Client will promptly notify CBB; (b) the amounts payable to CBB will be automatically increased to the full extent required to offset such tax, so that the amount remitted to CBB, net of all taxes, equals the amount stated in the invoice; and (c) the Client will provide CBB with the official receipt of payment of such taxes to the appropriate taxing authority.
7.1 Confidentiality. All information disclosed by CBB or Client, as applicable (the “Disclosing Party”) to the other party (the “Receiving Party”), prior to or during the Term of the Service, whether in writing, orally or in any other form which is not in the public domain (the “Confidential Information”), shall be held in absolute confidence, and the Receiving Party shall take all reasonable and necessary safeguards (affording the Confidential Information at least the same level of protection that it affords its own information of similar importance) to prevent the disclosure of such Confidential Information to third parties. In addition, the Receiving Party will limit its disclosure of the Confidential Information to employees, affiliates and consultants with a “need to know” and only in the context of such employees’, affiliates and consultants’ fulfillment of their duties under these Terms, and further provided that such employees, affiliates and consultants have a signed confidentiality agreement with the Receiving Party with terms and conditions no less protective of the Confidential Information than the terms under these Terms, and that the Receiving Party shall remain liable for any breach of the terms herein by any of its employees, affiliates and consultants. The provisions of this paragraph 7 shall survive any termination or expiration of this Agreement, for any reason whatsoever.
7.2 It is agreed that the Confidential Information shall not include information that is publicly available or becomes known to the general public through no act or omission of the Receiving Party in breach of this Agreement. It is further agreed that the Receiving Party may disclose any information pursuant to a court order, provided the Receiving Party, to the extent legally permissible, notifies the Disclosing Party of such order and uses reasonable efforts to limit such disclosure to the maximum extent permitted.
7.3 Injunctive Relief. CBB and Client agree that the wrongful disclosure of Confidential Information may cause irreparable injury that is inadequately compensable by monetary damages. Accordingly, and notwithstanding the provisions of Section 13.4, a Disclosing Party may seek injunctive relief in any court of competent jurisdiction for the breach or threatened breach of this Section 7 (“Confidentiality”) in addition to any other remedies in law or equity.
7.4 Disclosure. CBB reserves the right to access, read, preserve, and disclose any information that it obtains in connection with the Service as necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena, governmental request, resolving a dispute or enforcing these Terms, (ii) detect, prevent, or otherwise address fraud, security or technical issues, and/or (iii) respond to Client's support requests.
8. INTELLECTUAL PROPERTY RIGHTS; CLIENT'S CONTENT
8.1 CBB’s Intellectual Property Rights.
8.1.1 CBB owns all right, title and interest in and to the Service (including, for the avoidance of doubt, the Platform) and Materials as well as any derivative works of the Services and Materials and all physical embodiments of same, which CBB may develop from time to time, (and excluding any third-party product(s) embodied in, utilized or bundled with the Service or Materials).
8.1.2 The Service and all intellectual property rights in the Service (including CBB’s Marks and any derivative works of the Service) are, and shall remain, CBB exclusive property, including but not limited to, any modifications or custom features to the Service to be developed by CBB for the Client’s benefit, whether requested or instructed by the Client or not, even if the Client has paid for such modifications, except if CBB and Client have a separate written agreement that specifically states otherwise and references this section.
8.1.3 Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service (collectively, the “Ideas”) that the Client may provide to CBB, will be solely owned by CBB. The Client hereby irrevocably assigns and transfers any intellectual property rights in such Ideas to CBB, free of charge.
8.1.4 All of CBB’s trademarks, including but not limited to, “CBB”, any service marks, logos, domain names, copyrights and other proprietary rights associated with CBB and the Service, whether registered or non-registered, shall be collectively referred to as "CBB’s Marks". The Client agrees not to directly or indirectly (and not to allow any third party to): (a) use CBB’s Marks for any purpose (other than as detailed hereunder) without CBB’s express written consent; and (b) register, attempt to register, or assist anyone else to register any CBB’s Marks or marks confusingly similar thereto. Notwithstanding the aforementioned, Client agrees to update CBB, in advance, with respect to any public display of any feature related to CBB or the Services.
8.2 Client's Content
8.2.1 Client is and shall remain the sole and exclusive owner of any data uploaded by Client to his/her CBB’s Account or Website (the "Client Content"). Client is, and will be at all times, fully and solely responsible for any and all activities that may occur while Client is accessing or using the Service. Client acknowledges that CBB does not monitor the Client Content and will not provide any notice to Client with respect to any Client uploaded thereto.
8.2.2 By using the Service, the Client hereby grants CBB the right to use and access the Client Content solely as part of the provision of the Service to the Client and for the purpose of improving the Service. CBB will not disclose or publish any Client Content. CBB does not own any Client Content. Client shall ensure that anyone acting on its behalf who uses the Service, have granted CBB the right to use and access their personal data authorized CBB in writing to make such use and access.
9. TERM AND TERMINATION
9.1 Client may choose to deactivate its Account at any time provided that Client’s financial obligation to pay unpaid balances for Services obtained from CBB shall survive the termination of the Service and continue until the balance is paid in full.
9.2 CBB may, at any time, discontinue or modify any Service or policy, without notice or obligation to Client; provided, however, that CBB shall provide reasonable notice to the Client of any material changes in the Service(s) of either a permanent or temporary nature, which may or may not be prior to implementation of such change depending on the circumstances.
9.3 Termination of these Terms shall not relieve either Party of its respective obligations to the other hereunder that arose prior to the effective date of termination, including all Client payment obligations that have accrued prior to the date of termination. In addition, payment obligations and provisions contained in Sections 1.4.4, 2, 3, 6, 7, 8.4, and 9 through 12 shall survive the expiration or termination of these Terms for any reason.
10. DISCLAIMER OF WARRANTIES
10.1 THE CLIENT UNDERSTANDS AND AGREES THAT THE SERVICE AND ANY RELATED SERVICES PROVIDED TO THE CLIENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CBB AND ITS RELATED PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
10.2 CBB AND ITS RELATED PARTIES DO NOT WARRANT: (A) THAT THE SERVICE AND ANY RELATED SERVICES PROVIDED TO THE CLIENT WILL MEET CLIENT REQUIREMENTS OR EXPECTATIONS; (B) THAT THE CLIENT’S USE OF THE SERVICE AND ANY RELATED SERVICES PROVIDED TO THE CLIENT WILL BE UNINTERRUPTED; OR (C) THAT DEFECTS, IF ANY, WILL BE CORRECTED.
10.3 The foregoing exclusions and disclaimers are an essential part of these Terms and formed the basis for determining the price charged for the Service and any related services.
10.4 Any and all warranties shall be void as to the Services damaged or rendered unserviceable by (1) the acts or omissions of non-CBB personnel; (2) misuse, theft, vandalism, fire, water, or other peril; and (3) moving, relocation, alterations or additions not authorized by CBB in advance and in writing.
11.1 Subject to the provisions of Sections 9 (Disclaimer of Warranties) and 11 (Limitation of Liability), CBB shall defend, indemnify and hold harmless Client and its officers, directors, agents, employees and assigns, from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) suffered or incurred by them in connection with a third party claim arising out of any actual or threatened claim that the Service infringes upon or misappropriates any copyright, patent, trademark, trade secret, or other proprietary rights of any third party. CBB shall have no obligation to indemnify Client to the extent the alleged infringement arises out of (i) the use of the Service in combination by Client with other data products, processes or materials not provided by CBB and such infringement would not have occurred but for Client’s combination; or (ii) the use of any Client Content. Should the Service as used by Client become, or in CBB’s opinion be likely to become, the subject of an infringement claim, CBB shall at its option and sole expense either: (x) procure for Client the right to continue to use the Service as contemplated hereunder, or (y) modify the Service to eliminate any such claim that might result from its use hereunder while maintaining all material functionality of the Service or (z) replace the Service with an equally suitable, compatible and functionally equivalent non-infringing application at no additional charge to Client. If none of these options is reasonably available to CBB, then these Terms may be terminated at the option of either Party hereto without further obligation or liability on the part of either Party hereto, except that CBB agrees to promptly refund to Client the Fees received by CBB from Client during the three (3)-month period immediately preceding the date of termination.
11.2 Client shall defend, indemnify and hold harmless CBB, its subsidiaries, affiliates, officers, directors, agents, employees and assigns, from and against any and all Losses suffered or incurred by them in connection with a third party claim arising out of (i) Client’s illegitimate use of the Service (except to the extent that CBB is responsible for such Losses under Section 10.1) including any breach of these Terms; or (ii) the infringement of any intellectual property rights of CBB or any third party.
11.3 The obligations under the foregoing indemnities are subject to the condition that the Party seeking indemnification give the other: (1) prompt written notice of any claim or action for which indemnity is sought; (2) complete control of the defense and settlement thereof by the indemnifying Party; and (3) cooperation of the other Party in such defense.
12. LIMITATIONS OF LIABILITY
12.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT RESULT FROM OR ARE RELATED TO THIS AGREEMENT, EVEN IF IT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, CBB’S AGGREGATE LIABILITY TO CLIENT FOR DAMAGES SHALL NOT EXCEED THE AMOUNTS USD $1,000.
12.2 EACH PARTY UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT, SUCH LIMITATIONS SHALL SURVIVE FAILURE OF THEIR ESSENTIAL PURPOSE, AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
12.3 Client agrees that the performance of the Service and Client’s access to, and use of, the Service may be affected adversely by the Internet connection because of (among other things) inadequate bandwidth available to Client, the type of connection, inadequate speed, lack of continuity of Internet service, and the number of users accessing the Internet at any given time over the same connection. CBB is not responsible for performance of the Service due to events beyond the reasonable control of CBB.
13.1 Non-enforcement by either Party of any term or condition of these Terms shall not constitute a waiver. A waiver by either Party of compliance with any term or condition under these Terms shall not constitute a waiver of such term or condition at any other time or a waiver in the future of any other term or condition of these Terms.
13.2 Severability. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed severed from these Terms.
13.3 Notices. Any formal notice, consent or other communication in connection with these Terms shall be in writing and shall be considered to have been delivered and in effect upon the earlier of actual receipt or: (a) the day following transmission if sent by a facsimile or an email followed by a written or electronic confirmation; (b) two (2) days after posting when sent via an express commercial courier; or (c) five (5) days after posting when sent via certified mail.
13.4 Jurisdiction and Disputes. These Terms shall be governed by the laws of the State of Texas, US without regard to its conflict of law principles. All disputes hereunder shall be resolved, exclusively, in the applicable courts of Austin, Texas, US. The Parties consent to the jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available.
13.5 No Agency. The relationship of the Parties established by these Terms is solely that of independent contractors, and nothing contained in these Terms shall be construed to: (i) give any Party the power to direct and control the day-to-day activities of the other; or (ii) constitute such Parties as partners, joint ventures, co-owns or otherwise as participants in a joint or common undertaking; or (iii) make either Party an agent of the other for any purpose whatsoever. Neither Party nor its agents and employees are the representative of the other for any purpose, and neither has power or authority to act as agent or employee to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other.
13.6 Change in Law. If any law or regulation, including enactment of new state or federal legislation, amendments to existing laws and legislation, and or new or amended judicial orders, rules or decrees, creates adverse consequences to CBB, according to its legal counsel, CBB may perform any modification to these Terms or the Services to alleviate such adverse consequences, and in such case, CBB will notify the Client in writing of the necessary modifications as described above. If the Client notifies CBB, in writing, within thirty (30) days of CBB’s notice regarding the applied revisions, that it rejects such changes, Client may terminate these Terms but will not be entitled to any Fee already paid or owed to CBB.
13.7 Assignment. The License granted under these Terms may not be assigned, sub-licensed, or otherwise transferred by the Client to any third-party except with prior written consent of CBB, which consent shall not be unreasonably withheld. CBB shall be entitled to transfer or assign the rights in and to the License under these Terms to any of its subsidiaries or affiliates.
13.8 Force Majeure. Other than Client's obligation to pay pursuant to Section 6 of these Terms, neither Party shall be liable to the other for any failure to meet its obligations if such failure is due to any cause beyond the non-performing Party's reasonable control ("Force Majeure"). Force Majeure specifically includes, but is not limited to, any government action that would limit the ability for performance; fires; earthquakes, floods or other severe weather conditions or any other acts of God; quarantines; riots; strife; insurrection; civil disobedience; epidemics, armed conflict; terrorism or war, declared or not; or any impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property.
13.9 These Terms and any exhibits and schedules attached hereto constitute the entire agreement between the Parties in connection with the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no warranties, representations and/or agreements among the Parties in conjunction with the subject matter hereof except as set forth in these Terms.
13.10 CLIENT ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, WHICH INCLUDES THE ATTACHED EXHIBITS, IN ITS ENTIRETY, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. CLIENT FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. BY ACCEPTING THESE TERMS, CLIENT ALSO CERTIFIES THAT IT IS IN COMPLIANCE WITH ALL LAWS AND REGULATIONS AS APPLIED TO HIM/HER.