Terms of Use

These Terms of Use (“Terms of Use” or this “Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“You”) and Tech The Right Way, LLC (“Tech The Right Way”). By using the https://titlesearchtrw.com/ website, sub-domains, portals, software, mobile app, and/or data or information provided by Tech The Right Way (collectively, the “Site”), You acknowledge that You have read, understand, and agree to be bound by all the terms and conditions of this Agreement, along with any new, different, or additional terms, conditions, or policies which Tech The Right Way may establish from time to time.

IF YOU DO NOT AGREE WITH ALL TERMS OF USE, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

1. FEES

As consideration for the services purchased by You and provided to You by Tech The Right Way (the “Services”), You have agreed and do agree to pay Tech The Right Way a monthly fee, which may be increased (i) if You later purchase additional services to be provided by Tech the Right Way by the amount required by applying Tech The Right Way’s then-current rates for the services added; and/or (ii) once per year as an adjustment to Tech The Right Way’s current rates, which shall not exceed 10%.

Your monthly billing date will be on the 1st of each month. Payment is due by the 5th, or it will be considered late. Unless otherwise agreed to in writing by Tech The Right Way, payment by You is to be made via credit card. You agree that Tech The Right Way may maintain the credit card information provided by You on file and automatically charge that credit card for full amount of the monthly fee each month. You further agree that Tech The Right Way may provide your credit card information to a third party payment provider such as Stripe in order to process such payments provided that commercially reasonable security measures are taken to protect your credit card information.

All payments are nonrefundable. If for any reason Tech The Right Way is unable to charge your credit card with the full amount of the monthly fee, or if Tech The Right Way is charged back for any fee it previously charged to the credit card You provided, You agree that Tech The Right Way may pursue all available remedies in order to obtain payment.

You agree that You are responsible for cancelling any automatic payments to Tech The Right Way should you desire to terminate Your use of the Services. In the absence of notification from You, Tech The Right Way will automatically continue the Services indefinitely and will bill-or charge the credit card You have on file with Tech The Right Way at Tech The Right Way,’s then-current rates. It is Your responsibility to keep your credit card information current, including the expiration date. Contact Tech The Right Way’s support if you need assistance with stopping Services and discontinuing automatic payments or changing the credit card information on file.

2. TERM OF AGREEMENT; MODIFICATIONS

The term of this Agreement shall continue in full force and effect as long as Tech The Right Way is providing Services to You.

Unless otherwise agreed to in writing between You and Tech the Right Way, either party may terminate this Agreement or discontinue the Services without cause and for any reason by providing thirty (30) days’ written notice to the other party.

With cause, Tech The Right Way may terminate this Agreement or discontinue one or more of the Services by providing seven (7) days’ written notice to You; however, if such termination is due to a breach by You of your obligations under Sections 5 or 7, Tech The Right Way may immediately discontinue Services and terminate the Agreement. In the case of immediate termination for cause, Tech The Right Way agrees to confirm such termination in writing to You within three (3) days after the Services were discontinued.

You agree that Tech The Right Way may modify or revise this Agreement from time to time. Modifications or revisions to this Agreement will be considered agreed to by You upon your next payment. For the most current version of this Agreement, refer to Tech The Right Way Site at: https://titlesearchtrw.com/terms.

The Site is intended for users who are at least 18 years old. You agree that You are over the age of 18 and will not permit any person under the age of 18 to use or register for the Site.

3. SERVICES

Tech The Right Way currently provides data collection, tech support, various custom services, product procurement, software sales, and management services to its customers for a monthly fee (as noted above, the services Tech The Right Way agrees to provide You are referred to in this Agreement as the Services).

Tech The Right Way agrees to post any policies and procedures required by the Services on the Site or otherwise provide written notice of such policies and procedures to You. By using the Services, You agree to abide by the terms and conditions set forth herein and in each of Tech The Right Way, LLC.’s applicable policies and procedures, including the Privacy Policy (available at: https://titlesearchtrw.com/privacy/) and the Dispute Resolution Policy (Section 10 of this Agreement).

You agree that your personal profile used with the Services conforms to all local, state, federal, and international laws.

You further agree that You own or have a license (with the right to extend that license to third parties performing work on your behalf) to all rights, including any applicable intellectual property rights in copyrights, patents, trademarks, and/or trade secrets, required to use, copy, modify, and make derivative works of any images, text, web site elements, source code, object code, or software that You provide to Tech The Right Way or that are required for the performance of the Services and not provided by Tech The Right Way. You agree to notify Tech The Right Way within seven (7) days if any third party claims infringement of any such rights and agree that Tech The Right Way may suspend any Services implicated by the third party’s claims until the dispute has been resolved.

Both You and Tech The Right Way acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, Tech The Right Way can make no guarantee that any given visitor shall be able to access Tech The Right Way’s server at any given time.

Tech The Right Way agrees to make commercially reasonable efforts to ensure all data generated or used by the Services is complete and current.

4. RIGHTS AND OBLIGATIONS REGARDING USE OF THE SITE

You agree that You have provided accurate, current and complete information in the application process and that You will notify Tech The Right Way within seven (7) business days when any of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within seven (7) business days to any inquiries made by Tech The Right Way to determine the validity of information provided by You, will constitute a material breach of this Agreement.

You are required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. Each account may be used by a single user. The only exception is the use of the website by two people within one household. Tech The Right Way does monitor activity and does track IP addresses used by each user. Tech The Right Way reserves the right to terminate an account without refund if we believe access is being shared with other non-familial users or determine that any activity on the account is compromising security and/or causing a security breach.

If You provide any information that is inaccurate, not current, false, misleading, incomplete, or if Tech The Right Way has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading, malicious, criminal, or incomplete, Tech The Right Way has the absolute right, in its sole discretion, to terminate all Services and close your account. Tech The Right Way reserves the right to modify, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, trying to impersonate a known user from another platform, or is otherwise objectionable.

You agree to access all data provided by Tech The Right Way on the Tech The Right Way website or mobile app. Any attempt to scrape data from the Site will result in the closure of your account and blocking of your IP address. You agree to not access the Site through automated or non-human means, whether through a bot, script, or otherwise.

You agree to provide all telephone, computer, hardware, and software equipment and services necessary to access Tech The Right Way’s servers. Tech The Right Way makes no representations, warranties, or assurances that Your equipment will be compatible with Tech The Right Way servers.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. If You choose to access the Site from other locations, You are solely responsible for compliance with any applicable local laws.

5. SITE INTEGRITY PROTECTIONS

Tech The Right Way explicitly reserves the right and sole discretion to: (i) censor any web user on our servers that, in Tech The Right Way’s sole discretion, is deemed inappropriate; (ii) review every account for excessive IP address changes, usage of space, or bandwidth utilization and to terminate or apply additional fees to those accounts that exceed allowed levels; (iii) terminate the Services for any violation by You of Section 4, nonpayment of monthly fees, or any other activities whether lawful or unlawful that Tech The Right Way determines to be harmful to its other customers, operations, or reputation; and (iv) terminate the Services if the contents of Your profile result in, or are the subject of, legal action or threatened legal action, against Tech The Right Way or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit.

You agree that Tech the Right Way has the right, but not the obligation, to monitor the Site for violations of these Terms of Use, take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities, and in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions (defined below) or any portion thereof, in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems, and otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

6. TECH THE RIGHT WAY INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is the proprietary property of Tech The Right Way, and all source code, databases, functionality, software, website and other designs, audio, video, text, photographs, layouts and graphics on the Site and the trademarks, service marks, and logos contained therein (collectively, the “Content”) are owned or controlled by us or licensed to Tech The Right Way, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions.

All Content is provided on the Site “AS IS” for personal use only. No part of the Site and no Content may be copied, reproduced, aggregated, republished, publicly displayed, encoded, translated, uploaded, posted, transmitted, distributed, sold, resold, licensed, or otherwise exploited for any commercial or for-profit purpose whatsoever, without the express prior written permission of Tech The Right Way.

Within thirty (30) days of termination of the Services, whether the termination is initiated by Tech The Right Way or You, Tech The Right Way reserves the right to restore your equipment to factory default settings, delete any proprietary coding, software, data, or information from your equipment, and/or remove your access to the Site including by removing any stored information regarding the Site from your equipment.

7. PROHIBITED ACTIVITIES

You agree that You may not access or use the Site for any purpose other than that for which Tech The Right Way has made the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Tech The Right Way in writing. As a user or visitor of the Site, you agree not to:

• Automate or manually scrape, download, or compile content from the Site without written permission from Tech The Right Way.
• Circumvent, disable, or otherwise interfere with security-related features of the Site.
• Embed the Site within another website or application via iFrame or other code or processes.
• Delete watermarks, copyright, or other proprietary rights notices from any Content.
• Sell or otherwise transfer your profile.
• Attempt to impersonate another user or use the username of another user.
• Enter the social media contact information of another user into your personal profile details.
• Use inappropriate or harmful language in your personal profile details.
• Trick, defraud, or mislead Tech The Right Way or other users, especially in any attempt to learn sensitive account information such as user passwords.
• Attempt to capture login details of other users or hack via brute force or other methods any user or management account.
• Use any information obtained from the Site in order to harass, abuse, threaten, or harm another person.
• Make any unauthorized use of the Site, including collecting usernames, email address, social media or other personal details of users for the purpose of sending unsolicited messages, using the data for identity theft, or creating user accounts by automated means or under false pretenses.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material including pornography , that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Disparage, tarnish, or otherwise harm, in Tech the Right Way’s opinion, Tech The Right Way and/or the Site.
• Make improper use of the Services or submit false reports of abuse or misconduct.
• Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
• Harass, annoy, intimidate, or threaten employees, clients, or agents of Tech The Right Way.
• Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
• Use the Site to advertise or offer to sell goods and services apart from NFTs you personally own.
• Use the Site, content, data, processes, or services as part of any effort to compete with Tech The Right Way.
• Copy or adapt the Site’s software, including but not limited to, website/software code/scripting, graphics, user posts, or other content.
• Use the Site, content, data, processes, or services for any revenue generating endeavor or commercial enterprise or use it in a manner for which it was not intended.

8. USER GENERATED CONTRIBUTIONS

The Site may offer an opportunity for users to submit or post content. Tech The Right Way may provide You with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to Tech The Right Way or on the Site. This content includes, but is not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites with our permission. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights, of any third party. You further agree that you will not make any Contributions to the Site unless each of the following are true:

• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your contributions in any manner contemplated by the Site and these Terms of Use.
• You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by Tech The Right Way).
• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
• Your Contributions do not violate any applicable law, regulation, or rule.
• Your Contributions do not violate the privacy or publicity rights of any third party.
• Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
• Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
• Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

9. CONTRIBUTION LICENSE

You agree that Tech The Right Way may access, store, process, and use any information and personal data that You provide following the terms of the Tech The Right Way Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that Tech The Right Way may use and share such feedback for any purpose without compensation to You. This includes comments, questions, suggestions, ideas, feedback, or other information submitted via a web form, email, or social media channels. You agree that Tech The Right Way shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Contributions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to You. You hereby waive all moral rights to any such Contributions, and you hereby warrant that any such Contributions are original with you or that you have the right to submit such Contributions. You agree there shall be no recourse against Tech The Right Way for any alleged or actual infringement or misappropriation of any proprietary right in your Contributions.

To the extent that a Contribution includes images, text, data, information, or the like that You have obtained a necessary license, right, consent, release, or permission to use (“Licensed Contribution Inputs”), You grant Tech The Right Way, the Site, and other users of the Site, a fully paid up, nonexclusive, irrevocable license to use, copy, distribute, and make derivative works of such Licensed Contribution Inputs for any purpose contemplated by the Site and these Terms of Use.

10. DISPUTE RESOLUTION POLICY

In the event of any controversy, dispute, or claim between the parties arises under or otherwise relates to this Agreement, the parties agree that they will first engage in good-faith informal discussions to try to resolve the dispute. Thirty (30) days after providing or receiving notice of a controversy, dispute, or claim, a party to this Agreement may demand mediation by providing written notice to the other party. The parties shall reasonably cooperate to schedule and hold a mediation facilitated by a mediator as mutually approved by the parties, as soon as is practicable after the mediation demand is made. The parties agree to participate in good faith in the mediation.

If the parties are unable to resolve the claim, controversy, or dispute through mediation, then it shall be decided by arbitration in Houston, Texas, in front of a single retired judge through the Judicial Arbitration and Mediation Service (“JAMS”) pursuant to the JAMS Streamlined Arbitration Rules & Procedures or, in its absence, any similar organization providing the arbitration services of retired judges with similar rules and procedures that is agreed to by the parties. A party may make an arbitration demand to the other party after good faith mediation efforts have failed (i.e., the parties reach an impasse after at least one formal mediation session of four hours or more with the mediator) or within ninety (90) days of the mediation demand, whichever is earlier. If within thirty (30) days of an arbitration demand, the other party fails to state in writing that it will cooperate in selecting the sole arbitrator, then the demanding party shall select the arbitrator. If the sole arbitrator is not selected within forty-five (45) days of the written arbitration demand, then JAMS shall have sole authority to assign one of its retired judges as the arbitrator that has experience relevant to the claim, controversy, or dispute. The decision of the arbitrator with respect to any issues submitted for determination shall be final and binding on all of the parties to this Agreement, provided, however that the arbitrator shall not have the power to award punitive or exemplary damages.

11. LIMITATION OF LIABILITY

You agree that Tech The Right Way’s entire liability to You under this Agreement, and Your only remedy, in connection with any service provided by Tech The Right Way to You under this Agreement, and for any breach of this Agreement by Tech The Right Way shall be limited to the fees You paid to Tech The Right Way for the Services.

Tech The Right Way will not participate in any way in any dispute between you and any third party regarding the registration and use of a domain name. You shall not name Tech The Right Way as a party or otherwise include Tech The Right Way in any such proceeding. In the event that Tech The Right Way is named as a party in any such proceeding, Tech The Right Way reserves the right to raise any and all defenses deemed appropriate, and to take any other action necessary to defend itself.

Tech The Right Way shall not be responsible for any damages that may be suffered by You, including loss of data or profits resulting from delays, non-deliveries, or service interruptions by any cause or error or omissions by You. Use of any data or information obtained from Tech The Right Way is at your own risk, and Tech The Right Way specifically denies any responsibility for the accuracy or quality of data or information obtained through its Services.

12. INDEMNITY

You agree to release, defend, indemnify, and hold harmless Tech The Right Way and its contractors, agents, employees, offices, directors, shareholders, clients, and affiliates from and against any losses, damages or costs, including reasonable attorney’s fees, resulting from any claim, action, proceeding, suit or demand arising out of or related in any way to your account with Tech The Right Way and/or your use of the Services or content provided by Tech The Right Way.

You agree You will not be entitled to a refund of any fees paid to Tech The Right Way if, for any reason, Tech The Right Way takes corrective action with respect to Your improper or illegal use of the Services.

You agree that if Tech The Right Way is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding services or content provided by Tech The Right Way that Tech The Right Way, in its sole discretion, may take whatever action Tech The Right Way deems necessary regarding further modification, assignment of and/or control of the Site to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

13. DISCLAIMER OF WARRANTIES

TECH THE RIGHT WAY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TECH THE RIGHT WAY SPECIFICALLY MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS, OR IMPLIED WITH RESPECT TO THE DATA, INFORMATION, OR SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. TECH THE RIGHT WAY SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER RESULTING FROM RECEIPT OR USE OF THE DATA, INFORMATION, OR SERVICES.

14. SEVERABILITY

You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

15. TRANSFER

You may not transfer this Agreement without the written consent of Tech The Right Way. Without your written consent, Tech The Right Way may transfer this Agreement to a successor in interest but may not otherwise transfer this Agreement to another party without your written consent.

16. NOTICES

You agree that all notices (except for notices concerning termination or breach of this Agreement) from Tech The Right Way to You may be posted on the Site. Notices concerning termination or breach will be sent to the email address You have on file with Tech The Right Way. Delivery shall be deemed to have been made three (3) days after the date sent.

Notices from You to Tech The Right Way shall be made by email and sent via the contact form on the https://titlesearchtrw.com/ website.

SaaS Terms of Service

1. SERVICES
1.1. Provider agrees to provide Client with access to and ongoing support for certain subscription-based software and related services (the "Services") as outlined in the applicable order form, service description, or invoice.

2. TERM AND RENEWAL
2.1. Monthly Subscriptions: The initial term is one (1) month from the Effective Date and automatically renews each month unless cancelled by either party with at least 60 days written notice prior to renewal.

2.2. Annual Subscriptions: The initial term is one (1) year and automatically renews for successive one-year periods unless terminated by written notice at least 30 days prior to renewal.

2.3. By subscribing, Client agrees to the full commitment period, monthly or annual, as defined by the selected product(s) listed above.

3. FEES AND PAYMENTS
3.1. Subscription fees are billed in advance according to the billing cycle indicated on the invoice or service order.

3.2. Payment is due within 10 days of invoice date unless otherwise agreed in writing.

3.3. Late payments are subject to a 1.5% monthly finance charge or the maximum allowed by law.

3.4. Provider reserves the right to suspend or terminate Services for non-payment after written notice.

3.5. Subscription fees may be adjusted at the time of renewal. Client will be notified of any price changes 60 days prior to the renewal date.

4. TERMINATION
4.1. Either party may terminate this Agreement for material breach if such breach remains uncured for 60 days after written notice.

4.2. Upon termination, all outstanding amounts become immediately due and payable.

4.3. Monthly and annual commitments remain binding for their respective term lengths; early termination does not relieve Client of payment obligations through the term end date.

4.4. If a renewal period has commenced, monthly or annual, Client is responsible for the entire renewed billing cycle. No partial month or prorated refunds will be provided once a renewal term begins regardless of usage or cancellation date.

4.5. Provider reserves the right to terminate Services immediately for non-payment, misuse, or violation of this Agreement.

5. CONFIDENTIALITY AND DATA PROTECTION
5.1. Each party agrees to protect all non-public, confidential information of the other party and to use it solely for the purposes of this Agreement. Provider will offer, when commercially available, reasonable administrative, technical, and physical safeguards to protect Client data.

5.1.1. If the Client is using software or services that store data, files, or configurations in the cloud, the Provider may offer commercially available backup solutions as an optional paid service.

5.1.2. It is the sole discretion of the Client to opt in to such backup services and to pay the applicable fees.

5.1.3. If the Client chooses not to purchase backup services, they hereby release and hold harmless the Provider from all liability for data loss, corruption, or unavailability resulting from system failure, cyberattack, user error, third-party outage, or other cause beyond Provider's reasonable control.

5.1.4. Even when backup services are purchased, such services are limited in scope and are provided only to the extent described in the order form or service documentation. Provider does not guarantee the recovery of all data or the preservation of specific file versions, time stamps, or system configurations.

5.1.5. Provider's obligation to protect Client data shall extend only to those systems and backup services for which the Client has contracted and paid.

6. INTELLECTUAL PROPERTY
6.1. All intellectual property rights in the Services, software, documentation, and related materials remain the property of Provider or licensors. Client is granted a limited, non-transferable, non-exclusive right to use the Services during the subscription term.

6.2. The Client retains ownership of any intellectual property, data, or content it uploads, stores, or processes using the Services. The Client is solely responsible for protecting and securing its own intellectual property, including any proprietary data or materials stored in cloud environments or systems managed by third parties.

6.3. If the Client's intellectual property or proprietary materials are stored, transmitted, or processed through any cloud-based or hosted environment, the Client agrees to hold the Provider harmless from any and all liability, loss, or damages arising from unauthorized access, corruption, loss, or disclosure of such materials, except in the case of the Provider's gross negligence or willful misconduct.

7. CLIENT RESPONSIBILITIES
7.1. Client shall ensure proper use of the Services in compliance with all applicable laws and shall not:

• 7.1.1. Copy, modify, or reverse-engineer any software;
• 7.1.2. Use the Services for unlawful purposes;
• 7.1.3. Share login credentials with unauthorized users.

8. LIMITATION OF LIABILITY
8.1. To the fullest extent permitted by law, Provider shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including without limitation, loss of data, profits, or revenue, arising from or related to this Agreement or the Services, whether based in contract, tort, strict liability, or any other legal theory, even if Provider has been advised of the possibility of such damages.

8.2. In all cases, Provider's aggregate liability for any and all claims under or related to this Agreement shall not exceed the total fees paid by Client to Provider in the twelve (12) months immediately preceding the event giving rise to the claim.

8.3. Definition of Gross Negligence and Willful Misconduct. For the avoidance of doubt, "gross negligence" and "willful misconduct" mean only actions or omissions intentionally performed with actual knowledge that substantial harm would result. These terms exclude ordinary negligence, inadvertent errors, omissions, misconfigurations, service interruptions, or failures caused by third-party software, networks, infrastructure, providers, or vendors.

8.4. Third-Party Dependencies. Client acknowledges that Provider relies on multiple independent third-party software and infrastructure providers to deliver certain services. Provider shall have no liability for any act, omission, delay, or failure by those third parties, including without limitation data loss, security breach, or service outage.

8.5. This limitation of liability applies regardless of the Client's geographic location and shall be enforceable to the maximum extent permitted by applicable law(s) in the State of Texas.

9. DISPUTE RESOLUTION AND ARBITRATION
9.1. Before any dispute process begins, the parties agree to engage in good faith written communication and discussion in an effort to resolve the matter informally.

9.1.1. Internal Resolution Requirement

9.1.1.1. In the event of a disagreement, claim, or potential dispute arising under this Agreement, the Client and Provider shall first attempt to resolve the issue through direct discussion.

9.1.1.2. Either party may initiate by providing written notice describing the dispute in reasonable detail.

9.1.1.3. Both parties agree to make reasonable, good faith efforts to meet, in person, by phone, or virtually, and discuss the issue within thirty (30) business days of such notice.

9.1.1.4. If the matter cannot be resolved within sixty (60) days of written notice, either party may proceed to mediation as described below.

9.1.2. Mediation

9.1.2.1. If informal resolution fails, the parties agree to submit the dispute to non-binding mediation administered by the American Arbitration Association (AAA) under Commercial Mediation Procedures.

9.1.2.2. The mediation may be conducted virtually or at a mutually agreed location.

9.1.2.3. Each party shall bear its own costs; mediation fees shall be shared equally.

9.2. Arbitration

9.2.1. If mediation does not resolve the matter within ninety (90) days of initiation, the dispute shall be resolved exclusively by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules then in effect.

9.2.2. The arbitration may be conducted virtually or in a mutually agreed location, and if no agreement is reached, the location shall be determined by the arbitrator pursuant to the AAA Rules.

9.2.3. Each party shall bear its own costs and expenses unless otherwise awarded by the arbitrator.

9.2.4. The arbitrator's award shall be final and binding on both parties and may be entered as judgment only in a court located in the State of Texas.

9.2.5. Both parties expressly consent to the exclusive jurisdiction of Texas courts for purposes of confirming, enforcing, or challenging any arbitration award.

9.2.6. Injunctive Relief

9.2.6.1. Either party may seek temporary or preliminary relief in any state or federal court located in Texas, without waiving the right to arbitration, to preserve the status quo pending resolution under this Section.

9.2.7. Exclusive Remedy. Arbitration is the sole and exclusive means of resolving any dispute or claim under this Agreement; neither party shall file or maintain any action in any court except to confirm or enforce arbitration award or seek injunctive relief as permitted herein.

10. ENTIRE AGREEMENT
10.1. This Agreement, along with any attached order forms or statements of work, constitutes the entire understanding between the parties and supersedes all prior discussions or representations, written or oral.

11. NOTICES
11.1. All notices shall be in writing and delivered by email or certified mail to the address listed on the applicable order form or as otherwise provided in writing.