TERMS OF SERVICE

THE FOLLOWING TERMS AND CONDITIONS ARE ENTERED INTO WITH BENEFIT SPECIALISTS, LLC, A DELAWARE LIMITED LIABILITY COMPANY WHO OPERATES “Fed Benefit Pro” (“FBS,” “WE” OR US”), AND YOU, AND GOVERNS YOUR USE OF OUR ONLINE SCHEDULING SERVICE (“SERVICE”) ON WWW.fedbenefitpro.com (“WEBSITE”). THE FOLLOWING TERMS AND CONDITIONS MAY SOMETIMES BE REFERRED TO AS “AGREEMENT” HEREINAFTER.

BY ACCESSING THIS WEBSITE AND OTHERWISE USING OUR PLATFORM TO SCHEDULE A VIRTUAL APPOINTMENT, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU UNDERSTAND THIS AGREEMENT AND THAT YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH US. YOU ALSO AGREE THAT BY ACCEPTING THESE TERMS, YOU CONSENT TO OUR DATA COLLECTION AND USE PRACTICES AS SET FORTH IN OUR PRIVACY POLICY.

YOU MUST BE AT LEAST 18 YEARS OF AGE AND BE CONSIDERED TO BE A LEGAL ADULT IN THE JURISDICTION IN WHICH YOU RESIDE IN ORDER TO ACCESS AND USE THE SERVICE. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT TO US THAT YOU ARE AT LEAST 18 YEARS OF AGE.

RESIDENTS OF THE STATES OF CALIFORNIA, HAWAII, NEW YORK AND ALASKA ARE NOT PERMITTED TO USE OUR SERVICE. PLEASE EXIT THIS WEBSITE IF YOU RESIDE IN ANY OF THESE STATES.

THE RIGHTS GRANTED TO YOU PURSUANT TO THIS AGREEMENT AND OUR OBLIGATION TO PROVIDE THE SERVICE TO YOU IS SUBJECT YOUR ACCEPTANCE OF ALL OF THE FOLLOWING TERMS AND CONDITIONS:

1. Scheduling Service Rights. Subject to Your continued compliance with this Agreement, You are hereby granted with the non-exclusive, non-transferable and revocable limited right to access and use our Website and Service including access to all text, graphics, headers, banners, images, source code, tags, videos, applications, files and any other separate Website and/or database element made available to You through the Website (“Materials”) in order to submit your contact information (collectively “Scheduling Data”) and schedule appointments with third-party users (“Agents”) through our online platform. We shall exclusively retain all rights not expressly granted to You as set forth herein in and to the Materials together with all trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto.In our sole discretion, we may set, impose or enforce limits on Your use of the Service or restrict Your access to this Website, change, discontinue, suspend or terminate the availability of some or all of the Website and Service, at any time for any reason, with or without notice to You. We will not be liable for any damages of any kind as a result of any such restriction, discontinuance, change, suspension or termination of all or any portion of the Website and Service.

1.1. Materials/Service Use Restrictions. You are not authorized to (i) resell or sublicense, outsource, time-share or rent the Service or Materials; (ii) distribute, transmit, or publish any portions of the Service platform to the public or download (other than page caching) or modify any portion of the Service platform in any form, format, or method; (iii) modify, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the Service or any Materials or use unauthorized versions of the Service or any Materials for purposes including (without limitation) building a product or service similar to or competitive with the Service or to gain unauthorized access to the Service; or (iv) otherwise use the Service or any Materials as part of a product or service for any commercial use or purpose whatsoever or in any way exploit any of the Service, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement applicable to Your use of the Service.

2. NO AFFILIATION WITH GOVERNMENT AGENCIES. FBS PROVIDES A THIRD-PARTY PLATFORM CONNECTING YOU WITH UNAFFILIATED THIRD-PARTIES OFFERING CERTAIN SERVICES TO YOU. FBS IS NOT CONNECTED WITH OR ENDORSED BY ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AGENCY/DEPARTMENT. THE PERSON CONDUCTING YOUR APPOINTMENT IS AN INDEPENDENT THIRD-PARTY AGENT OF OUR PLATFORM (OR AN EMPLOYEE OF SUCH USER), BUT IS NOT OUR EMPLOYEE OR OTHERWISE AFFILIATED WITH US NOR IS SUCH THIRD-PARTY USER OF OUR PLATFORM AFFILIATED WITH ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AGENCY/DEPARTMENT.

FBS RECEIVES COMPENSATION IN EXCHANGE FOR THE LEADS/APPOINTMENTS IT FACILITATES THROUGH THIS WEBSITE FROM THE VARIOUS THIRD-PARTIES WHO ULTIMATELY ELECT TO ACCEPT AN APPOINTMENT WITH YOU AS SCHEDULED BY YOU USING OUR SERVICE.

3. NO TAX, INSURANCE, FINANCIAL PLANNING OR INVESTMENT ADVISORY SERVICES. FBS IS NOT A LENDER AND DOES NOT MAKE ANY UNDERWRITING DECISIONS NOR DOES IT PROVIDE INVESTMENT ADVISORY, FINANCIAL PLANNING, TAX RELATED SERVICES OR INSURANCE AGENCY OR UNDERWRITING SERVICES. ACCORDINGLY, FBS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY BENEFITS FOR SERVICES YOU MAY RECEIVE FROM ANY THIRD-PARTY USER YOU ELECT TO ENGAGE THROUGH YOUR USE OF OUR SERVICE ON THIS WEBSITE. FBS IS NOT LICENSED TO PROVIDE ANY TYPE OF FINANCIAL, RETIREMENT, TAX ADVICE OR INFORMATION ABOUT ANY EMPLOYMENT BENEFITS IN ANY WAY.

4. SCHEDULING DATA/PERSONAL DATA SHARING CONSENT & RELEASE. BY SUBMITTING ANY REQUESTED INFORMATION PURSUANT TO OUR SCHEDULING SERVICE, OR BY DIRECTLY PROVIDING ANY INFORMATION OR PERSONAL DATA TO ANY THIRD-PARTY USER, YOU AFFIRMATIVELY CONSENT TO THE SHARING OF THAT INFORMATION WITH THE APPLICABLE THIRD PARTY USER FOR THE PURPOSES STATED HEREIN OR AS STATED/DISCLOSED TO YOU BY SUCH THIRD-PARTY USER DIRECTLY. WE ARE NOT RESPONSIBLE FOR THE PRIVACY PRACTICES OF ANY SUCH THIRD PARTY USER OR HOW ANY THIRD-PARTY YOU INTERACT WITH USING OUR PLATFORM USES ANY SCHEDULING DATA OR ANY OTHER INFORMATION YOU PROVIDE DIRECTLY. YOU AGREE THAT WE SHALL NOT, UNDER ANY CIRCUMSTANCES, HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES OF ANY KIND WHATSOEVER FOR THE MANNER IN WHICH ANY SUCH PROVIDERS USE OR DISCLOSE ANY SCHEDULING DATA, PERSONAL DATA OR ANY OTHER INFORMATION YOU ELECT PROVIDE VOLUNTARILY RELATED TO YOUR ACCESS OR USE OF THE SERVICE. YOU OTHERWISE AGREE TO HEREBY RELEASE US FROM AND AGAINST ANY SUCH CLAIMS YOU MAY HAVE IN THE FUTURE. YOU AUTHORIZE THE PERSON/AGENT WHO WILL BE CONTACTING YOU TO CONDUCT ANY APPOINTMENT YOU SET TO DO SO BY TELEPHONE, VIA TEXT, VIA EMAIL OR THROUGH SOCIAL MEDIA.

5. Access Term, Suspension & Termination. The term of Your right to use and access the Service shall begin on the date this Agreement is entered into by You and shall end when Your rights to use the Service are terminated by us. We may terminate this Agreement and discontinue providing You with access to the Service at any time for any reason, with or without notice to You including, but not limited to, if We are unable to access or use any of the third-party Service required to operate the Service or any such Service are discontinued, become obsolete or are otherwise not commercially available. We reserve the right to investigate abuse and/or suspected abuse, on a case-by-case basis and to terminate or suspend Your ability to use the Service at our sole discretion. We reserve the right to lift any suspension at any time, at our sole discretion.

6. Our Intellectual Property. All Materials are either owned or licensed by us and are protected under our proprietary rights. Commercial use of any of the Materials contained on this Website is strictly prohibited. Except as otherwise stated, none of the Materials may be saved, downloaded, copied, reproduced in any electronic, digital or mechanical format or medium or by way of photocopying or otherwise, and may not be disseminated, distributed, re-published or used for any public display or performance, in any form or manner whatsoever without our prior written consent. We reserve the right to limit the amount of Materials displayed on this Website. You are restricted from, modifying or altering any copyright or other proprietary notice, or trademarks from any of the Materials found on this Website. In addition, the "look and feel" of this Website (including the unique combination of Website colors, page headers, graphics, icons, images and scripts, etc.) is considered by us to be valuable and protectable trade dress and may not be copied, imitated, or used (in whole or in part) by You without our prior written permission. This Website and all separate Website elements are protected under United States copyright laws. You may not engage in any "framing" of any page of this Website or otherwise of any of the Materials on this Website. Some of the Materials on this Website include embedded video and/or audio recordings and may include podcasts and other similar downloadable video or audio files from time to time. All video and audio recordings and files are owned by us unless otherwise stated in those Materials. Additionally, this Website may contain embedded video or audio recordings from external servers and third party websites including, but not limited to, YouTube.com, Vimeo, Google Video, etc. All such embedded recordings are owned by us regardless of whether they are hosted by any such third party websites and/or external servers.

All logos or any other trademarks, trade names or service marks and/or any other marks or logos posted on this Website, whether marked or unmarked, are either owned by us, an affiliate or subsidiary, or by some third party. No trademarks, trade names, service marks, etc., posted on this Website may be used without the prior written consent of the owner. We retain all rights, ownership, title and interest in all trademarks, trade names or service marks contained on the Website owned by us, whether or not we have registered for or have been granted any such protections under State and/or Federal law. Additionally, any use of any metatags or any other tags or text not openly visible on this Website which utilizes our name, trademark, service mark, or uses the name of any product or service offered by us without our prior written permission is strictly prohibited. You are restricted from “co-branding” this Website with any third party website, product or business. This means You are restricted from copying any trademark, logo, service mark, trade name or any other Materials on this Website and displaying the same on any other website in any manner that would provide any viewer to reasonably conclude that such website is or could be affiliated with this Website and/or the Website operator and/or has permission to display the contents of this Website or any Materials.

7. NO WARRANTIES. THE SERVICE IS BEING PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, FBS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, SUITABILITY, USEFULNESS OR INTEROPERABILITY OF ANY MATERIALS COMPRISING THE SERVICE INCLUDING, BUT NOT LIMITED TO, ANY RECOMMENDATIONS AND/OR ADVICE YOU MIGHT HAVE RECEIVED DURING ANY APPOINTMENT YOU PARTICIPATE IN WITH ANY THIRD-PARTY AGENTS DURING ANY SUBSEQUENT MEETINGS WITH SUCH THIRD-PARTY, THAT ANY PORTION OF THE SERVICE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES, THAT THE FUNCTIONS PERFORMED BY FBS IN MAKING THE SERVICE AVAILABLE TO YOU WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED; AND (II) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.1. Agents License. If you choose to use the Service to set up a virtual appointment, You should independently verify whether any third-party Agents offering professional services and that conducts any appointment with You have met the licensing requirements necessary to provide such services to You in Your state. We have not verified that any such Agents conducting Your appointment are properly licensed to transact/offer any services to You in any jurisdiction or are otherwise qualified to provide any regulated and licensed services including financial or retirement planning or advisory services, tax advice or tax services, insurance agency or underwriting services, lending services or any other service requiring a license in Your jurisdiction.

7.2. ​​Website Down Time Disclaimer. While we strive to keep downtime to a minimum, from time to time the Website and the Service may be unavailable, whether due to periodic maintenance or otherwise. We shall not be liable to you for any downtime caused by any reason including, but not limited to, any of the following: (i) periodic maintenance (notice of which will be posted in advance on the Website, (ii) any reason described in our section regarding Force Majeure, or (iii) your inability to connect to or to access the Website/Service due to problems related to your computer hardware, software, network, network setup or security, or your Internet service provider or any other similar problem.

8. Indemnification. You hereby agree to defend, indemnify and hold FBS, our members, managers, officers, employees, consultants, agents and representatives harmless from and against any claims, liabilities, damages or costs (including without limitation fees, costs and other expenses of attorneys and expert witnesses) arising out of or in any way related to (i) any breach of this Agreement by You; (ii) Your use of and access of the Website and Service generally; (iii) any actual or alleged violation by You of any intellectual property, proprietary or other right of any third-party; or (iv) Your negligent or willful acts or omissions while using the Website and Service.

9. SCHEDULING DATA & VIRTUAL APPOINTMENT TRANSMISSION DISCLAIMER. WE DO NOT AND CANNOT CONTROL THE TRANSMISSION OR AVAILABILITY OF ANY SCHEDULING DATA OR VIRTUAL APPOINTMENT SERVICES AS THIS DEPENDS IN LARGE PART ON THE PERFORMANCE OF SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES CAN PRODUCE SITUATIONS DURING WHICH ANY CONNECTION TO THE INTERNET AND/OR TO ANY OF OUR DATABASES (OR PORTIONS THEREOF) MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH WE WILL USE REASONABLE EFFORTS TO TAKE ACTIONS WE DEEM APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, WE DO NOT GUARANTEE THAT SUCH DISRUPTIONS OR IMPAIRMENTS WILL NOT OCCUR. ACCORDINGLY, WE SHALL NOT HAVE ANY LIABILITY TO YOU RESULTING FROM THE FAILURE TO TRANSMIT AND/OR STORE ANY DATA FOR ANY REASON.

10. LIMITATION OF LIABILITY. YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUES, LOST DATA OR LOSS OF GOODWILL, OR FOR ANY OTHER INDIRECT DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO YOUR USE OR INABILITY TO USE THE SERVICE INCLUDING, BUT NOT LIMITED TO, YOUR USE OR RELIANCE ON ANY SCHEDULING DATA OR ANY OTHER DATA PROVIDED DIRECTLY TO YOU DURING ANY VIRTUAL APPOINTMENTS. FBS SHALL NOT BE LIABLE AS STATED ABOVE REGARDLESS OF THE CAUSE OF ANY DAMAGE INCURRED, INCLUDING ANY DAMAGES NOT FORESEEABLE BY US AND REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTS (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT FBS HAS BEEN ADVISED OF THE SAME. YOU ACKNOWLEDGE THIS MEANS YOU MAY BE WAIVING RIGHTS CONCERNING CLAIMS THAT ARE UNKNOWN OR ARE UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF AND YOUR RIGHTS UNDER ANY LAW THAT OTHERWISE MIGHT LIMIT WAIVER OF SUCH CLAIMS.

WE SHALL HAVE NO LIABILITY TO YOU FOR ANY CLAIMS OF ANY KIND OR NATURE RELATED TO ANY BENEFITS/SERVICE YOU RECEIVE, OR THE LACK OF RECEIVING SUCH BENEFITS/SERVICES BY ANY THIRD-PARTY USER YOU ARE CONNECTED WITH THROUGH YOUR USE OF THE SERVICE. YOU ACKNOWLEDGE YOU HAVE THE RIGHT TO DECLINE ANY INVITATION TO CONDUCT A CONSULTATION WITH ANY THIRD-PARTY PRESENTED TO YOU THROUGH YOUR USE OF THE SERVICE. PLEASE NOTE THAT USING OUR SERVICES DOES NOT GUARANTEE THAT YOU WILL RECEIVE THE BENEFITS OR SERVICES YOU SEEK OR THAT SUCH BENEFITS OR SERVICES WILL MEET YOUR EXPECTATIONS. WE HAVE NO CONTROL OR AFFILIATION WITH ANY THIRD-PARTY USER AND SUCH USER WILL EXCLUSIVELY CORRESPOND AND OTHERWISE MAINTAIN A RELATIONSHIP WITH YOU AFTER COMPLETION OF ANY SCREENING/CONSULTATION WITH SUCH PROVIDER(S).

FURTHER, YOU AGREE THAT OUR LIABILITY TO YOU IN ALL OTHER CASES FOR ANY DIRECT DAMAGES SHALL BE LIMITED, IN THE AGGREGATE, TO THE TOTAL SUM OF $100.00 REGARDLESS OF THE NATURE OF ANY CLAIMS. ACCORDINGLY, YOU AGREE TO WAIVE YOUR RIGHTS UNDER ANY LAWS THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS INCLUDING, CALIFORNIA CIVIL CODE §1542 IF YOU ARE A CALIFORNIA RESIDENT, OR ANY OTHER APPLICABLE STATE LAWS.

11. Exceptions to Disclaimers & Limitations. Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. Accordingly, some of the above warranty disclaimers and limitations of liability may not apply to You. To the extent that we may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited as allowed under any applicable laws.

12. Data Collection & Use. WE COLLECT AND STORE CERTAIN INFORMATION SUBMITTED BY OUR USERS IN CONNECTION WITH OUR SERVICE INCLUDING, WITHOUT LIMITATION, PERSONALLY IDENTIFYING INFORMATION (PII) OR OTHER INFORMATION (AS DEFINED IN OUR PRIVACY POLICY) AND INCLUDING CERTAIN AUTOMATIC INFORMATION SUCH AS USER IP ADDRESSES, DEVICE INFORMATION AND/OR WEBSITE USE INFORMATION. PLEASE SEE OUR PRIVACY POLICY FOR MORE DETAILS. We maintain a secure database of all of our users’ personal information. We may use and share your personally identifiable information you submit through your use of the Service with any third parties, as set forth in our Privacy Policy, which may be updated from time to time. This information may include your email address, first and last name, IP address, Website "Use Information,” etc., that we automatically collect about your use and interaction with our Website and the Service. We may also use cookies as described in our Privacy Policy, for the purpose of managing your access to the Website delivering the Service to You and for other purposes. You acknowledge that you have read the Privacy Policy and that it is a part of this Agreement. The manner in which we use any PII or any other information that You submit or that we collect automatically through your access and use of the Service shall at all times be consistent with our Privacy Policy. If there is any conflict between the terms of our Privacy Policy and the terms of this Agreement, the terms of this Agreement shall control. Any PII collected by us in connection with this Agreement may be stored and processed in the United States or any other country in which we or our third-party website host and/or database provider(s) maintains facilities. You consent to any such transfer of PII outside of your country of citizenship or residence. Any violation of the terms of this Section will result in immediate termination of your account, which such determination will be made by us at our sole-discretion.

WE HAVE NO CONTROL OVER, AND SHALL HAVE NO LIABILITY TO YOU WHATSOEVER FOR, WHETHER AND IN WHAT MANNER ANY THIRD-PARTY USER USES ANY OF YOUR PII (OR NON-PII DATA) COLLECTED BY ANY OF THEM THROUGH THAT YOU CONNECT WITH THROUGH YOUR USE OF OUR SERVICE, EITHER BY ITSELF OR IN THE AGGREGATE, IN ANY MANNER THAT IDENTIFIES YOU.

We reserve the right, at any time, to amend the provisions of this Agreement. If You do not accept any amendments, this Agreement shall terminate. Notice of any such modification(s) will be posted at the top of our Website page displaying this Agreement along with the effective date of such modification(s) and/or You will be notified about any modification(s) by email. You agree to regularly check this Agreement as posted on this Website to view the then-current terms of this Agreement. If You do not accept any modifications, You must terminate Your account and this Agreement will then terminate. If we post amended terms to this Agreement on our Website, such terms will automatically become effective, shall be incorporated into this Agreement immediately upon being posted, and if inconsistent with any other terms and conditions of this Agreement, shall supersede any such conflicting terms or conditions. By accessing and using our Website and the Service after such revised Agreement terms are posted, You agree to be bound by any such revised terms. Your access and use of the Website and the Service will always be subject to the most current versions of this Agreement and our Privacy Policy in effect at the time of such use.

14. ARBITRATION. THE PARTIES TO GIVE UP THEIR RESPECTIVE RIGHTS TO BRING ANY CLAIMS RELATING TO THIS AGREEMENT BEFORE A COURT OF LAW OR OTHER LEGAL TRIBUNAL AND TO RESOLVE ALL DISPUTES OR CLAIMS EXCLUSIVELY BY ARBITRATION UNLESS OTHERWISE STATED IN THIS AGREEMENT. Except for actions to protect any intellectual property rights and to enforce an arbitrator's decision hereunder, any claims, disputes or controversies of whatever kind and nature, whether preexisting, present or future between You and Us, our agents, employees, members, managers, officers, successors and assigns, to the extent applicable, arising from or relating to this Agreement, its interpretation or validity, shall be resolved exclusively by binding arbitration under the then-current rules of the American Arbitration Association (“AAA”) and shall be administered by the AAA. Notwithstanding the foregoing, to the extent You have in any manner violated or threatened to violate Our intellectual property rights, We may seek injunctive or other appropriate relief in state or federal court under the terms of this Agreement. Any arbitration proceeding shall be brought and heard exclusively in Wilmington, Delaware USA. The arbitrator shall be authorized to grant any relief available under law or in equity and any award rendered shall be final and conclusive upon the parties, except that the arbitrator shall not be authorized to award punitive damages to either You or Us. Any judgment may be entered in any court having jurisdiction, as set forth in Section 15C. below, and the arbitrator may award reasonable costs and fees, including reasonable attorney’s fees and all arbitration fees, to the prevailing party, notwithstanding the then-current rules of the AAA.

A. Entire Agreement. You agree that this Agreement constitutes the complete and exclusive agreement regarding Your access to and use of the Service and any Scheduling Data, and supersedes any prior communications, representations or agreements of the parties, whether written or oral.

B. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality, and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.

C. Venue & Choice of Law. Without limiting the arbitration requirement set forth in Section 14 above in any manner, any claims, demands, controversies or legal proceedings arising out of or related to this Agreement and/or the Service may only be brought exclusively in the Superior Court situated in Wilmington, Delaware, USA, and You hereby expressly agree to submit to the personal jurisdiction of such court and consent to extraterritorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration of allowing access to and use of the Service by You. This Agreement shall be construed and enforced under the laws of the state of Delaware, USA, without regard to any applicable conflict of laws principles and without regard to any applicable International laws, treaties or regulations.

D. Waiver. The waiver of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver by us of any other or subsequent breach by You.

E. Assignment. This Agreement shall inure to the benefit of and shall be binding upon the successors and/or assigns of FBS. You may not assign, delegate or otherwise transfer Your account or all or any part of Your rights or obligations under this Agreement without the prior written consent of FBS.

F. Survival. Any provisions in this Agreement which by their nature extend beyond the termination or expiration of any right to use the Service including, but not limited to, the restrictions set forth related to Your rights and use of any Scheduling Data under Section 3 and Your obligations under Section 6 will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.

G. Force Majeure. We shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of our vendors or service providers, unavailability of interruption or delay in telecommunications or third-party Service (including website hosting or DNS propagation), failure of third-party software or hardware or inability to obtain any hardware or equipment needed to host the Service or otherwise fulfill our obligations to You under this Agreement.