Reliable Remodeler Publisher Agreement

A. Agreement Terms and Conditions

These terms and conditions govern your (“Company”) participation in the ReliableRemodeler.com, Inc. publisher lead generation program. By working with  ReliableRemodeler.com, Inc. and executing this Reliable Remodeler Publisher Agreement (the "Agreement"), Company agrees to abide by all of the terms and conditions set forth herein. If Company does not fully comply with all terms and conditions of set forth in this Agreement, then Company shall be deemed ineligible to participate in any aspect of the ReliableRemodeler.com, Inc. publisher lead generation program.

 

B. Approval

Participation by Company in the ReliableRemodeler.com, Inc. publisher lead generation program (the "Program") is subject to review and approval by ReliableRemodeler.com, Inc. ("Reliable," "we," "us", or “our”, and, together with Reliable’s affiliates , the “Reliable Group”).For the purposes of this Agreement an “affiliate” is any person or entity that, directly or indirectly, owns or controls, is owned or controlled by, or under common ownership or control, with Reliable.  Reliable reserves the right to withhold such approval for any reason or for no reason. In the event that Company is not accepted to participate in the Program immediately following execution of this Agreement, we will notify you of that fact as soon as practicable after such decision is made by us. Once Company has been accepted into the Program, Company's continued right to participate is conditioned upon Company's ongoing compliance with all of the terms and conditions of this Agreement. Failure of the Company to observe the terms and conditions of this Agreement will disqualify Company from participating in the Program and may subject the Company to additional consequences as more fully detailed below. We will attempt to notify Company if we discover that Company is not in compliance with any term or condition of this Agreement, but our failure to so notify Company does not affect the Company's eligibility to participate in the Program following a breach of the terms or conditions hereof. We will not approve Program participation for companies operating sites containing pornographic or offensive material (the determination of which shall be ours in our sole subjective discretion), software trading, hacking or so called "phreaking" content, illegal music or movie reproduction, content or downloads, and any content regarding or involving illegal activity.

 

C. Non-Solicitation

Company agrees that Company will not approach or attempt to establish contract with any of the Reliable Group’s clients (each such client, individually a “Client” and all such clients, collectively "Clients") directly or indirectly via a Client's Ad agency, broker or any other person or entity for the period in which any such Client is participating in a Reliable Group marketing program and for a period of one year thereafter. Reliable will promptly reply in writing to any inquiries received from Company regarding the status of any person or entity as a Reliable Client so as to aid Company in its efforts to comply with the non-solicitation provisions of this Agreement. Because Reliable will be irreparably harmed by Company conduct which violates the non-solicitation provisions of this Agreement and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct. Company agrees that Reliable shall be entitled to injunctive relief precluding Company from taking or continuing any action or conduct in violation of the non-solicitation provisions of this Agreement ("Violative Conduct") to be issued by any court of competent jurisdiction upon a showing of any such Violative Conduct by Company.

 

D. Client Referral

Upon Approval pursuant to Section B, Company shall become a publisher for Reliable. Company is required to refer any and all inquires regarding Reliable Group programs and the potential creation of any client relationship with a member of the Reliable Group to Reliable as soon as is practicable after their receipt in order to maintain Company's eligibility to participate in the Program.

 

E. Program

(1) When Company participates in our Program, we will either provide Company with material to create a website for the purpose of search engine optimization, or Company can create such a website. In either event, no website shall be released online, and no submission, inclusion or any traffic can be sent to it, prior to Reliable’s review and written approval of it. All Program-related websites will contain links (“Links”) provided by us directing traffic to lead capture or product sales web pages served by Reliable or a Reliable Group Client. Company’s selection of entities to be included on any such website is also subject to Reliable's review and approval, which approval shall not be unreasonably withheld. One or more members of the Reliable Group may provide content to Company for use in or integration into Company's website ("Reliable Content"). In the event that any such Reliable Content is provided to Company, all of the material so provided, including imbedded bots, Data Miners (as defined below), links or other creative, graphic, text or html content shall remain at all times the sole property of Reliable. Company is hereby granted a fully-paid, non-exclusive license to use any Reliable Content for the duration of this Agreement. In the event of a breach of any provision of this Agreement by Company, Company agrees to immediately discontinue use of any Reliable Content upon notice of such breach to Company from Reliable. Nothing in this Agreement shall be deemed to transfer title to any Reliable Content to Company.

(2) Upon receipt of prior written approval from Reliable, Company shall be permitted to implement the Reliable lead generation form on behalf of Reliable’s clients on sites which Company owns, operates, or where Company otherwise has direct control over the process on such site for lead generation.  Notwithstanding the previous sentence, Company is expressly prohibited from delegating or subcontracting any Reliable campaigns to any third party (e.g. broker relationships) without the prior written consent of Reliable. 

Company shall be permitted to collect personally identifiable information from users (“User Information”) subject to the following restrictions. Upon payment to Company in respect of any individual item of User Information, Reliable shall be vested with exclusive, ownership of such individual User Information and Company shall: (a) make no use whatsoever of such individual User Information (including, without limitation, using such User Information for remarketing, or selling such information to third parties); and (b) purge such User Information from its databases as soon as is practicable following Reliable’s obtaining exclusive ownership of such User Information (but in any event no later than 5 business days after delivery of such User Information to Reliable). Company shall ensure that any lead generation activities comply with all applicable laws and that any site where user use of Reliable lead generation forms occurs has a privacy policy that permits sharing of personally identifiable information with Reliable for marketing purposes.  Any violation of this subsection shall constitute a material breach of this Agreement. 

Upon any material breach of this Section E(2), Reliable shall be entitled to: (i) terminate this Agreement upon written notice; (ii) invoke the provisions of Section K(4) below; and (iii) avail itself of all other remedies provided by the Agreement and/or at law. For purposes of clarification it is agreed that any termination pursuant to this Section E(2) shall not be deemed a termination pursuant to Section K(3) of the Agreement. Company acknowledges and agrees that damages for violation of this Section E(2) are not limited in any way by the Agreement or this Addendum, and that such damages may include indirect, consequential, exemplary, incidental and special damages in addition to any direct damages that may be caused by such breach.  

F. Certain Requirements Regarding Promotion of Client Programs

Failure to comply with any of the following requirements shall result in Company being excluded from the Program and shall entitle Reliable to withhold all or any portion of any amounts owing to Company until such time as the Company resumes or begins compliance and is approved for participation in the Program pursuant to Section B, above:

(1) Links:  Company agrees to use the Links in the exact form that we deliver them to Company and not to alter, modify, delete or adapt the Links in any manner. Links must be served from the Reliable server, unless otherwise permitted in writing by us. Company shall do or take no actions to impede the action of or to disable any such links. Company agrees that it will, if requested to do so by Reliable, modify or alter Links or Tracking (as defined below) devices in the manner requested by Reliable. Company further agrees that it shall in no event modify or interfere with Tracking devices unless specifically instructed to do so by us in accordance with the foregoing sentence.

(2) Web pages, URLs, Text, Search Terms:  If Company creates and uses additional text and/or images to promote the Client, for regulatory reasons, Reliable MUST approve in writing ALL content, including copy and layout before it is posted on the Company’s web property (including, but not limited to, websites, web pages and email). Reliable must also approve in writing search terms, URLs and search result descriptions that will be used to market the website on search engines or elsewhere on the Internet before any such items are used by Company. The Company shall not generate sales or leads with unapproved domain names or Client text and/or images. All changes to domain names and Client related text/images must also be approved by us in writing prior to implementation.

Once Reliable has received all websites, URLs, images, text, emails and other materials required to be reviewed by the provisions of this Agreement, we will provide Company with any necessary edits and changes to such materials as soon as practicable and usually within 10 business days of their receipt. The Company shall, after making necessary changes, resubmit such material for final written approval by us. Once we have given our final approval to Company, the Company may then insert marketing links and start to generate traffic to the approved site. Company agrees that should Reliable require changes to an approved site after traffic generation has begun, it will implement such required changes as soon as practicable after being requested to make them by Reliable and in any event within 5 days of said request. Approvals required by this Agreement to be given in writing may be given by means of e-mail or other electronic media. In the event that Reliable delivers guidelines to Company, or posts guidelines on the Internet to which Company is directed in a notice issued pursuant to this Agreement, Company agrees that it shall comply in all respects with any and all such guidelines regarding promoting Reliable Clients to which such guidelines apply.  Company shall comply with CAN-SPAM and applicable state anti-spam laws in any email promotion by Company.

(3) Other uses:  Reliable must approve in writing the distribution and content of any non-electronic material, including brochures, flyers, print advertisements or other forms of display or printed materials, before any such material is distributed. Company shall not resell, assign, sublicense or otherwise provide to any third person any of the Company’s rights and benefits, or transfer or delegate any of its obligations, under this agreement without the prior written consent of Reliable which consent may be withheld for any reason or no reason.

(4) No Publicity:   You may not make any mention of Reliable or any Reliable client in any publicity materials advertising or otherwise presenting information on your company and your services, including without limitation listing Reliable or any of its clients in your customer lists, without the written consent of Reliable, which consent may be withheld for any reason or for no reason.

 

 

G. Tracking and Payment

Through our proprietary software platform tracking system ("Tracking Software"; the Tracking Software is sometimes generally referred to herein, together with other electronic or coded tracking devices, bots or other mechanisms, by use of the general term "Tracking"), we will determine which sales or leads generated through Clients' websites originated from Links on Company’s website (such generated leads are referred to herein as "Commissionable Events"), and the type of transaction involved in the Commissionable Events (for example, sales, referrals, or leads) ("Transaction"). For each Commissionable Event, we will pay Company the amounts due for the given Transaction as specified in the Client Terms ("Client Terms") set forth on Exhibit A, as the same may be updated from time to time by us. Such Exhibit A is incorporated herein by this reference. The Tracking Software calculates commissions due based on impressions, click-throughs, leads and orders generated from Links on Company’s site, and is the final and binding source of all determinations of payments due to Company.

We will pay Company only for those leads defined as valid leads in the Client Terms. Reliable reserves the right to qualify leads and will not pay for duplicate entries, incomplete entries, or entries that are determined to originate from fraudulent activity. Reliable also reserves the right to refuse payment for leads originating from any program where incentives or rewards were used as an incentive to increase lead conversion. Company will not be paid for leads or sales generated through methods that are considered inappropriate by search engines, for example: Spam, cloaking, link farms, hidden text, etc. To help ensure proper crediting of Commissionable Events to Company, our Clients may employ cookies, allowing tracking of return visits to a Client site by a Consumer. We attempt to negotiate with Clients agreements that ensure that such cookies will not expire while the Client remains a participant in our Client program; however, the expiration of cookies may vary by Client; we will endeavor to list specific cookie expirations in the Client Terms.

Reliable reserves the right to withhold payment if Company exceeds any previously agreed upon cap on sales or leads. If such a cap exists, it will be reflected in the Client Terms. Reliable reserves the right to withhold payment if Company refuses to terminate or suspend a Client program upon written request to do so by us. Failure of Company to receive any properly addressed e-mail sent by Reliable will not preclude our rights to withhold payments pursuant to this Agreement.

 

H. Payment In Respect of Commissionable Events

Within forty-five (45) days after the end of each calendar month we will send Company a check for the payment of commissions that Company has earned during such month together with any other amounts owed to the Company in respect of its performance of services hereunder during such month (collectively, "Commissions") less any taxes required to be withheld under applicable law, provided: (i) Company has not breached any of the terms and conditions of this Agreement; (ii) the total payment for the commission period exceeds $20.00; (iii) Company has previously provided us with a valid telephone number and a valid mailing address to which the payment may be mailed; and (4) if requested by us, Company has provided us with Company’s valid taxpayer identification number.

If Client payments are made in installments, Company will receive Company’s Commissions in proportionate installments. If Company receives a Commission payment for a sale of a product which is later refunded to the purchaser for any reason, Company’s Commission paid in respect of such sale will be deducted from Company’s next payment or payments of Commissions. If, within a reasonable time, Company does not accrue Commissions sufficient to offset Commissions on returned items, Company agrees to pay us on demand the difference between Company’s accrued Commissions and the previously paid Commissions on returned items. Payment of the final Commission prior to termination may be withheld by us for a reasonable time in order to ensure that the correct amount is paid.

Reliable shall not be liable to Company as a result of failure by the Company’s website or any Client to use Links properly, including to the extent that such failure results in inaccurate reports or reduction of the amounts which would otherwise be payable to the Company in respect of our operations related to any Client. Company acknowledges that the accuracy, completeness and timeliness of the data included in the Company’s commission report is a function of the accuracy, completeness and currency of the underlying data that Reliable obtains from the Client. Reliable shall not be responsible or liable for any errors in or omissions from such underlying data or any Client’s failure to make or delay in making such data available to Reliable or for any intentional or inadvertent deletion or disablement by the Company or a Client of any of Reliable’s tracking code or technology, or any consequences of the foregoing.

Reliable reserves the right to change these payment terms at any time for any reason or no reason.

 

I. Certain Restrictions

  • Company will be required to provide us with the referring URL from which Company plans to serve the Links, and if Company posts Links on a URL different from those submitted during the approval process, Company agrees to submit any such new URL to Reliable for approval prior to its use.

  • Company will be required to provide us with the referring URL from which Company plans to serve the Links, and if Company posts Links on a URL different from those submitted during the approval process, Company agrees to submit any such new URL to Reliable for approval prior to its use.

  • Company agrees not to engage in the practice of search engine "spamming”. Reliable defines search engine “spamming” as the inappropriate use of search engine optimization tactics such as doorway pages or cloaking.

  • Company agrees not to provide visitors with any incentive or compensation on Company’s website unless the incentive is approved in advance by Reliable prior to the incentive being offered to the consumer in relation to the Client.

  • Company agrees not to use Links we supply in persistent pop-ups or minimized windows that cannot be closed by the user. Any use of pop ups must be approved before they are activated.

  • Company agrees that it will only use Reliable's trademark and the trademarks of Client when and as specifically authorized by Reliable in writing. Company agrees that its use of any such trademarks shall comply in all respects with any guidelines for such use provided by Reliable to Company from time to time. Company acknowledges that its use of any Client trademarks must be authorized by Reliable, as agency of record for such Client, prior to Company's use of such trademarks and that Company's use of such trademarks in the absence of such authorization will infringe the intellectual property rights of Client and may subject Company to claims for damages from such Client.

J. Confidentiality

Each party will maintain in confidence all Confidential Information disclosed by the other party. Confidential Information means the terms of this agreement and technical, marketing, financial, employee, planning, and other confidential or proprietary information. The obligations of the recipient of confidential information under this Section J will terminate if such information: (a) was already lawfully known to the recipient at the time of disclosure by the other party; (b) is disclosed to the recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to the public; or (d) is independently developed by the recipient without access to or use of the other party’s Confidential Information. In addition, the recipient will be allowed to disclose Confidential Information of the other party to the extent that such disclosure is: (i) approved in writing by the other party; (ii) necessary for the recipient to enforce its rights under this Agreement; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the recipient notifies the other party of such required disclosure promptly and in writing and cooperates with the other party, at the other party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

 

K. Termination

(1) The initial term of this Agreement shall be for one year from the date of its first execution by the last party to so execute, provided, however, that this Agreement shall automatically renew for successive one year terms unless: (a) not less than 30 days prior to the date of any such automatic renewal, a party notifies the other in writing that it does not wish to renew this Agreement; or (b) this Agreement is earlier terminated pursuant to the provisions hereof.

(2) In addition to our rights to terminate this Agreement or Company's participation in the Program set forth elsewhere in this Agreement, we reserve the right to terminate the Links immediately upon written notice and terminate Company’s participation in the Program or any and all other Reliable Group related activities immediately if (1) Company in any way, misrepresents the products and services offered by Reliable or any of its Clients; or (2) Company uses any manual, technological or promotional methods (for example, bots, programs, scripts, or compensation on leads-based programs) to artificially inflate the number of leads generated, resulting in leads not appropriate for the Client.

(3) Company may terminate at any time and for any reason or for no reason upon 90 day written notice to us. We may terminate this Agreement, and Company’s participation in the Program or any other Reliable Group related activities at any time and for any reason, or for no reason upon written notice. In the event of a Termination of this Agreement or of Company's right to participate in the Program solely pursuant to this sub-section K(3) and not in reliance on any other provision of this Agreement, any Commissions and/or Bonuses earned through the date of such termination of this Agreement will remain payable to Company (but only if the amounts paid by any consumer are not refunded to such consumer and if amounts owing to us from Client are actually received). The provisions of this Section K and the following other Sections of this Agreement shall survive the termination of this Agreement for a period of five (5) years: C, H, J, K (3) & (4), M, N, P and R.

(4) Company acknowledges that In the event of the Termination of this Agreement for any reason other than pursuant to sub-section K(3), Reliable will suffer material and irreparable harm and, because of the difficulty associated with the quantification of any such harm, that monetary damages will be an inadequate remedy for Reliable in the event of any such Termination of this Agreement. Accordingly, the parties agree that in the event that this Agreement is terminated for any reason other than solely pursuant to sub-section K(3) hereof, that Reliable shall: (a) as liquidated damages and not as a penalty or forfeiture, be entitled to retain for its own account any and all amounts due and owing to Company as of the date of such Termination of this Agreement; and (b) be entitled to an injunction precluding any conduct of the Company in violation of this Agreement. The remedies referenced in the foregoing sentence shall be in addition to any other remedies that Reliable may have at law or in equity as a result of any breach of this Agreement by the Company.

 

L. Modifications

We reserve the right to change any of the terms and conditions in this Agreement, including changing the size of amounts payable to Company, at any time and in our sole discretion, by posting a new agreement or Client Terms on our website and notifying Company of its existence by email. Company’s continued use of the Links following such notification will indicate acceptance of such revised Agreement terms or Client Terms.

 

M. WARRANTY DISCLAIMER

DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, WE CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR OUR SERVICES. WITHOUT LIMITING THE ABOVE, THE LINKS, OUR CLIENT SITES AND ANY OTHER MATERIALS PROVIDED TO YOU ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES (A) OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN, (C) THAT A PARTY’S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY’S “INFORMATION” (WEB SITE). ALL ‘INFORMATION’ AND ‘COMPUTER PROGRAMS’ PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU.

 

N. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT WE WILL HAVE NO LIABILITY TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, NOR FOR ANY LOSS OF DATA, EQUIPMENT DOWNTIME, OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT OUR AGGREGATE LIABILITY TO YOU ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM WILL IN NO EVENT EXCEED $50. SOME STATES RESTRICT THE ABILITY TO LIMIT LIABILITIES, SO THIS CLAUSE MAY NOT APPLY TO YOU.

RELIABLE HAS NO LIABILITY TO YOU FOR UNAPPROVED MATERIAL, INCLUDING ALL COPY, IMAGES, URL NAMES AND SEARCH TERMS USED BY YOU TO PROMOTE THE CLIENT PARTNER.

RELIABLE MAKES NO REPRESENTATIONS WHATSOEVER ABOUT ANY OTHER WEBSITE WHICH YOU MAY ACCESS THROUGH THE SERVICE. WHEN YOU ACCESS A NON-RELIABLE WEBSITE, PLEASE UNDERSTAND THAT IT IS INDEPENDENT FROM RELIABLE, AND THAT RELIABLE HAS NO CONTROL OVER THE CONTENT OF THAT WEBSITE. IN ADDITION, A LINK TO A NON- RELIABLE WEBSITE DOES NOT MEAN THAT RELIABLE ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR THE CONTENT OR THE USE OF SUCH WEBSITE. IT IS UP TO YOU TO TAKE PRECAUTIONS TO ENSURE THAT WHATEVER YOU SELECT FOR YOUR USE IS FREE OF SUCH ITEMS AS VIRUSES, WORMS, TROJAN HORSES, AND OTHER ITEMS OF A DESTRUCTIVE NATURE.

 

O. Ownership

The Links and all user data collected pursuant to this Agreement are, as between Company and us, Reliable property and Reliable owns all rights, titles and interest in the Links and the all user data derived through the activities countenanced by this Agreement. From time to time, Reliable may imbed certain data mining tools within Links ("Data Miners") and/or use other technological means to monitor the use and/or display of Links ("Monitor Tools"). Any data derived by any such Data Miner or Monitor Tool shall be the sole property of Reliable. We may, from time to time, opt to share data derived from Data Miners or Monitor Tools with you to help you optimize the quality of leads generated from your activities or to otherwise improve the quality, functionality and mutual profitability of the activities of the parties under this Agreement. If we do share data with you derived from Data Miners or Monitor Tools, you agree that this data will be used solely by you for the purposes for which it is provided to you and will not be shared by you with any other person or entity without the express written consent of Reliable. In the event that Reliable chooses to provide advertising creative content, web design services or other web content of any type ("QS Web Content") to Company, Company shall use such QS Web Content: (i) in exactly the form that it is delivered to the Company by Reliable, and unless modification to any QS web content is approved by us in writing; (ii) only in the manner expressly permitted by Reliable in writing and only until Reliable shall request that Company discontinue its use of such advertising creative, at which time Company shall discontinue such use within two (2) business days of being requested by Reliable to do so.

 

P. Indemnification

Company agrees that it shall, at its own expense, protect, defend, indemnify and hold harmless Reliable (including its affiliates, subsidiaries, successors and assigns) against every claim, demand, action, judgment, decree, loss, theft, damage, liability, cost and expense, including any amounts paid in defense or settlement, which may arise from or be incurred in connection with any of the following, except to the extent caused by the gross negligence or willful misconduct of Reliable: (i) any breach by Company of any term, condition, or covenant provided in this Agreement, including but not limited to those covenants provided in Section E & F of this Agreement; or (ii) any violation of any anti-spam law in any state and any infringement or alleged infringement or violation or alleged violation of any right of any third person, or by any third person regarding any patent, copyright, trademark or service mark used in connection with any information supplied by Company to Reliable. The rights and obligations of Reliable and Company under this section survive the termination, cancellation or expiration of this Agreement.

 

Q. Miscellaneous

Company is an independent contractor and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties. Company may not assign this Agreement, by operation of law or otherwise, without our prior written consent, and any such purported assignment will be null and void. The most recent version of this Agreement is the entire agreement between the parties regarding its subject matter and supersedes any other agreements or understandings between us. A party's waiver of, or failure to enforce, any right hereunder on one occasion will not be deemed a waiver of any other right on the same occasion or the same right on any other occasion. If a court having competent jurisdiction declares any provision of this Agreement invalid or unenforceable, other than Section C, which is essential to the bargain of the parties and without which this Agreement would not have been entered into by Reliable, the remainder of this Agreement will continue in full force and effect.

R. Governing Law

This Agreement has been executed in, contemplates substantial performance in, and will be governed by the laws of the United States and the State of Oregon without reference to its choice of law principles, and for any disputes regarding or concerning this Agreement, and Company acknowledges and agrees to submit to the sole and exclusive personal jurisdiction of the federal courts or state courts located in or having jurisdiction over Portland, Oregon. If the Company is a domiciliary of a nation other than theUnited States, the United Nations Convention for the International Sale of Goods shall not apply to this Agreement.