Terms & Conditions

These PeerAssist terms and conditions (“Agreement”) govern the access to and use of PeerAssist’s Services (as defined in Section 1) and is a legally binding contract by and between PeerAssist, a California liability company (“PeerAssist”), and the entity identified within the Statement of Work (as defined in Section 1) as the party to receive Services via the Statement of Work from PeerAssist (“Customer”). By using PeerAssist’s Services, Customer agrees to be bound by and accepts this Agreement. This Agreement is subject to change without prior written notice at any time, at PeerAssist’s sole discretion.

1. Services. 

1.1 Services. PeerAssist will provide Customer with the services (“Services”) as described in the statement of work, purchase order, proposal, quote, or other contractual agreement that PeerAssist provides to Customer (“Statement(s) of Work”) and is incorporated hereto by reference. PeerAssist will provide the Services to Customer in a professional manner, using the degree of care and skill ordinarily exercised by and consistent with the standards of the profession and practice in the field of custom software and integrated services or software subscription services. If a conflict occurs between this Agreement and the Statement of Work, the Statement of Work takes precedence over this Agreement. PeerAssist will provide the Services to Customer during the Term (as defined in Section 2). PeerAssist will only provide technical software support services as part of the Services if specified in the Statement of Work.

The Services provided to Customer will be either (1) custom software and integrated services or (2) subscription services. The custom software and integrated services provided will be either (A) “Custom On-Premise”, where the Customer hosts the Services itself and does not receive any technical software support services, or (B) “Cloud Hosted Web Solutions”, where PeerAssist provides hosting for the Services and offers technical software support services. A Customer who purchases Custom On-Premise will only receive technical software support services as part of the Services if explicitly stated on the Statement of Work. If the Statement of Work does not state that Customer has purchased technical software support services as part of the Services, Customer may purchase technical software support services on an “as-needed” basis as provided in a separate written agreement between the parties.

1.2 Customer License. PeerAssist provides the custom software and all other deliverables under the Services as a license only, which ends immediately upon termination of this Agreement. Subject to Customer’s compliance with this Agreement, PeerAssist hereby grants Customer the non-exclusive, non-transferable right to access, download, install, and use the Services ordered by Customer, for Customer’s own internal business purposes. Customer’s use of the Services is limited to the Customer’s employees. Customer must obtain prior written approval from PeerAssist before allowing Customer’s consultant, contractor, subcontractor, vendor, or any other third party to use the Services.

1.3 Manner of use. The Customer may not, by either authorized or unauthorized access: (1) reverse engineer, decompile, or disassemble the Services; (2) take any action that attempts to circumvent the Services or that would limit Customer’s use of the Services; (3) use the Services as prohibited by law or this Agreement; or (4) use the Services in any manner that could damage, disable, overburden, or impair the Services or interrupts any other party’s use of the Services.

1.4 Software Updates. PeerAssist may make software updates or changes to the Services from time to time. PeerAssist will only provide software updates to Customer if specified in the Statement of Work.

1.5 Availability. PeerAssist will use reasonable commercial efforts to make the Services available without interruption during the Term; yet, Customer acknowledges and agrees that the Services are subject to scheduled maintenance and may not be available at all times.

2. Term 
Unless otherwise specified, the Services begin on the date specified in the Statement of Work or at PeerAssist’s commencement of Services, whichever occurs first. The Services will be provided for the duration as stated in the Statement of Work (“Term”). If the Statement of Work does not state the duration of the Term, the Term begins upon Customer’s use of the Services and continues for a twelve-month period. The Term will automatically renew as stated in the Statement of Work. If the Statement of Work does not specify term renewal terms, the Term then automatically renews on an annual basis for a twelve-month period, unless and until Customer or PeerAssist terminates the Services.

3. Payment.

3.1 General. PeerAssist will charge Customer, and Customer must pay PeerAssist all fees, charges, taxes, and other amounts in connection with the Services (“Fees”) in U.S. dollars and in accordance with this section. PeerAssist will charge Customer all Fees due and payable by Customer for the Services as they are incurred or as provided in the Statement of Work. All Fees for initial billing on a new contract are due upon receipt to begin service. Invoices thereafter for an established account are due within thirty (30) calendar days of the invoice date, unless specified as otherwise on the Statement of Work.

3.2 Billing. Unless otherwise provided in the Statement of Work, all amounts due and payable for the Services are to be made via the payment method Customer provides PeerAssist (“Payment Method”). Customer authorizes PeerAssist to charge its Payment Method for all Fees. The Fees may be charged to the Payment Method at any time in one or more charges. In the event PeerAssist is unable to collect payment with a Payment Method that Customer provides, Customer agrees to promptly provide another Payment Method within three (3) business days of PeerAssist’s written notification to Customer. Customer recognizes that the amounts charged to its Payment Method may vary due to the Services provided during that particular billing cycle, changes to the scope of the Services provided, or changes to the Services themselves. If PeerAssist chooses to provide Services to Customer on credit, that provision is subject to PeerAssist’s review and approval of Customer’s credit. PeerAssist, at its sole discretion, may choose to discontinue or limit Customer’s credit at any time.

3.3 Late Charges. If the Customer does not pay an invoice within thirty (30) calendar days of the invoice date, the Customer will be subject to a late payment charge of 1.5% per month or at the maximum amount permitted by applicable law, whichever is less. In the event of collection enforcement, the Customer will be liable for any costs associated with such collection, including, but not limited to, legal costs, reasonable attorneys’ fees, court costs, and collection agency fees.

3.4 Suspension of Services. If the Customer does not pay an invoice within thirty (30) calendar days of the invoice date, PeerAssist, at its sole discretion, retains the right to suspend Services until it receives payment in full. A suspension under Section 3.4 does not constitute a termination of this Agreement or relieve Customer of obligations or liabilities under this Agreement.

3.5 Taxes. Customer is responsible for paying all taxes, if any, related to the Services. PeerAssist may charge Customer for all taxes that PeerAssist is permitted to pass on to its customers under applicable law, and Customer must pay all taxes so charged.

3.6 Disputed Charges. Customer must pay all Fees and charges related to the Services without set-off or deduction. If Customer wishes to dispute a charge, Customer must provide notice via email to their PeerAssist representative within thirty (30) calendar days of the invoice date, detailing the amount and the basis of the dispute. Within thirty (30) calendar days from the notice, there must be a good-faith attempt to resolve the dispute. If the Customer does not dispute a charge within that thirty (30) calendar day timeframe, the Customer will be deemed to have irrevocably waived its Customer’s right to dispute the charge.

3.7 Refund Policy.  All Fees incurred by Customer under this Agreement are non-refundable and non-creditable.

3.8 Reactivation Fee. PeerAssist may charge Customer a fee to reactivate Customer’s account following Customer’s termination of Services or PeerAssist’s termination or suspension of Services due to Customer’s breach.

3.9 Promotions. PeerAssist may offer promotional rates or discounts for Services and may change or discontinue them at any time at its sole discretion.

3.10 Referral Fees. The Customer may refer other potential customers to PeerAssist. PeerAssist will pay the Customer ten-percent (10%) of the total contract value up to a maximum of twohundred-dollars ($200) for each Successful Referral. A Successful Referral is defined as a legal entity, referred to PeerAssist by the Customer, that signs a written contract and pays for PeerAssist’s Services. PeerAssist will pay the Customer within thirty (30) calendar days after PeerAssist receives its first payment from the Successful Referral.

3.11 Additional Fees. If stated in the Statement of Work or invoice, PeerAssist and the Customer agree that there will be an additional charge, in addition to the Price, of 0.25% of the Customer’s monthly order volume that is processed using the Services (“Additional Fees”). The Additional Fees will appear as a separate line item on the Customer’s invoice. The Customer must pay the Additional Fees within thirty (30) calendar days of each invoice date. 

3.12 Early Termination Charge.  The Customer may cancel the Services at any time by giving a 90-day written notice to accounts@peerassist.com, but will not be entitled to any refunds. Upon cancellation, Customer will be liable for an “Early Termination Charge.” This “Early Termination Charge” will equal the remainder of the Fees that would have otherwise been made for the duration of the Term had the customer not canceled the Services, plus any Additional Fees and charges, if applicable. The Early Termination Charge must be payable in one lump sum within thirty (30) calendar days of termination. No waiver of the Early Termination Charge will be effective unless set forth in a written agreement signed by both PeerAssist and Customer.

4. Customer Data

4.1 General.  PeerAssist will maintain safeguards according to industry standards and as required by applicable laws in relation to Customer Data. “Customer Data” includes any of the proprietary information provided by Customer or collected or obtained in connection with Customer’s use of the Services. If any Customer Data includes personal information, PeerAssist will comply with any applicable privacy laws.

4.2 Limited License.  Customer grants PeerAssist a non-exclusive license to collect, use, modify, reproduce, store, distribute, view, and disclose Customer Data according to the parameters within this section.

4.3 Permitted Uses. Without limiting Section 4.2 above, Customer acknowledges and agrees that PeerAssist may: (1) disclose and transfer Customer Data to a third party in order to provide Services to Customer; (2) disclose Customer Data as required by law or law enforcement; (3) disclose or use Customer Data that has been aggregated with other customer data; (4) disclose or use anonymized Customer Data; or (5) collect, use, and disclose Customer Data to third parties when PeerAssist determines, in its reasonable judgment, that it must do so to investigate suspected fraud.

4.4 Data Storage. PeerAssist is not required to keep nor is responsible for storing or backing up Customer Data. PeerAssist retains Customer Data only as required (1) for billing purposes; (2) under applicable laws; or (3) pursuant to this Agreement. Subject to the foregoing, PeerAssist otherwise reserves the right to periodically, and at PeerAssist’s sole discretion, purge Customer Data from its servers without notice. PeerAssist may provide notice as a courtesy but is not obligated to do so. Customer alone is responsible for ensuring that it is regularly backing up its Customer Data. PeerAssist is not responsible for any Customer Data that Customer exports from the Services. Except as expressly provided in this Agreement, PeerAssist is not responsible or liable for any delay, loss, alteration, or interception of Customer Data caused by transmission with third-party networks or devices not owned and/or operated by PeerAssist.

4.5 Customer Logins and Passwords. Customer is solely responsible for administering and monitoring its use of login identifications and passwords in accordance with the Services. PeerAssist is not liable or responsible for any claims or damages resulting from Customer’s use of login identifications and passwords, including any failure to manage the confidentiality of its login identifications and passwords. Customer is solely responsible for any actions arising out of use or misuse of Customer’s identifications and passwords.

5. Third-party Software, Hardware, and Networks.

5.1 Third-party Software, Hardware, and Networks that Do Not Modify Services. The Customer is solely responsible for any third-party software, hardware, networks, or any other equipment that Customer installs, connects, or uses with the Services. Customer may only use third-party software with Services upon prior written approval from PeerAssist. Customer may only use hardware, networks, or any other equipment with the Services if it does not interfere with Customer’s use of the Services or subject PeerAssist’s intellectual property, software, or technology to any third-party terms and conditions. PeerAssist does not grant any licenses or rights, express or implied, to any third-party software, hardware, or networks.

5.2 Third-party Software, Hardware, and Networks that Modify Services. Customer must obtain prior written consent from PeerAssist before Customer or a third party may make any changes to the Services (“Changes”). If Customer requests PeerAssist to provide technical software support services to the Changes, PeerAssist will do so at its sole discretion; PeerAssist will charge Customer one and a half (1 ½) times the billable rate quoted to Customer in the Statement of Work to investigate the Changes and provide technical software support services. Even with prior written consent of the Changes, PeerAssist reserves the right to not provide any technical software support services to the Changes and Services.

5.3 Customer Devices and Third-Party Issues. In some instances, if specified in a Statement of Work, the Services are available for download for use on third-party computers, smartphones, tablets, equipment, and other devices (“Third-Party Device(s)”). By downloading on a Third-Party Device, Customer agrees to use PeerAssist’s Services in accordance with this Agreement, the Statements of Work, and any other contractual agreements between PeerAssist and Customer. The Customer is responsible for replacing or updating the Services on its Third-Party Devices. PeerAssist assumes no responsibility for problems related to Devices, carriers, or any other external issue. PeerAssist is not responsible for limitations or inability to use the Services that are the result of failures or defects in services or equipment which PeerAssist does not provide or Customer’s failure to replace or update the Services on its Third-Party Devices.

6. Customer Responsibilities. 

6.1 Customer Accountability for Use of Services. Customer is responsible and liable for its use of the Services and all use of the Services through its account, except to the extent unauthorized activities result from the gross negligence or willful misconduct of PeerAssist. By using the Services, Customer agrees to implement security standards that abide by industry standards that prevent unauthorized access to and use of the Services and agrees to notify PeerAssist promptly of any security breach or such unauthorized access related to the Services.

6.2 Compliance with Law. Customer is responsible and liable for complying with all applicable laws in relation to its access and use of the Services. Customer is solely responsible for familiarizing itself with such laws and will not rely on any communications from PeerAssist as legal advice.

6.3 Import and Export Laws. Customer is responsible and liable for complying with all export and import laws of the United States and any other applicable jurisdiction.

7. Ownership of Intellectual Property. 

7.1 Intellectual Property. “Intellectual Property Rights” are any intellectual property rights, registrable or not, known or unknown, that include but are not limited to, patents and patent applications, trademarks, service marks, copyrights, trade secrets. PeerAssist owns all Intellectual Property Rights in the Services, including but not limited to the software that provides the Services, applications, materials, and documents provided by PeerAssist. PeerAssist also owns all Intellectual Property Rights in any and all other work product produced or developed by PeerAssist in the course of providing Services hereunder to Customer (including any customizations and other deliverables provided). Customer agrees that any and all Intellectual Property Rights subsisting in the information disclosed to Customer in relation to Services or other software hereunder and any and all Intellectual Property Rights which are related to the Services made or developed in the course of work performed under this Agreement will remain the exclusive property of PeerAssist. Customer agrees to assign to PeerAssist all rights and titles to such Intellectual Property. Customer agrees that it will promptly sign all papers and do all acts which may be reasonably necessary to enable PeerAssist to own Intellectual Property in accordance with this section.

Except as provided by the limited license in Section 1.2, nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to the Services, whether expressly, by implication, estoppel, or otherwise. All rights, titles, and interests in and to (including all licenses under) any Intellectual Property Rights in or relating to, the Services are and will remain with PeerAssist. Any unauthorized use of any materials containing Intellectual Property Rights may violate copyright, trademark, or privacy laws and may be subject to legal action.

7.2 Use of Feedback. Customer hereby assigns to PeerAssist all right, title, and interest, including Intellectual Property Rights, in any new feature request, improvement, enhancement request, recommendation, suggestion, correction, idea, or other feedback that Customer may provide to PeerAssist relating to the Services (“Feedback”). Customer agrees that PeerAssist is free to use Intellectual Property Rights contained within the Feedback for any purpose and without compensation to Customer.

8. Representations and Warranties. 

8.1 Authority. PeerAssist and Customer represent and warrant that the individual who is signing on their behalf has full and complete authority to bind the party on behalf of whom the individual is signing, to each and every term of this Agreement.

8.2 Disclaimer of Warranties. The Services are provided “as-is.” To the extent provided by law, PeerAssist provides no express or implied warranties in relation to the Services, including but not limited to the implied warranty of merchantability and fitness for a particular use. PeerAssist also does not warrant that the Services will never be interrupted, free from error, or always available. PeerAssist does not warrant that the Services or the data stored through the use of the Services are not susceptible to intrusion, attack, malware, or computer virus infection.

8.3 Customer Representations and Warranties. Customer represents and warrants to PeerAssist that (1) Customer is not relying on anything other than what is expressly stated in this Agreement and (2) Customer will use the Services for its internal business use only.

9. Indemnification. 

9.1 By Customer. Customer agrees to indemnify and hold harmless PeerAssist and its directors, officers, agents, employees, and members from and against each and every claim, preclaim, action, damage, demand, suit, liability, investigation, inquiry, proceeding, and any other expenses or costs whatsoever, including attorneys’ fees and costs (collectively, “Claims”) that a third party may assert against PeerAssist, its affiliates, or their respective representatives, that arise out of or result from (1) Customer’s negligence, misrepresentation, or misconduct related to the Services; (2) data that is transmitted, received, submitted, and/or stored using the Services; or (3) any actual or alleged (a) Customer violation of law or breach of any third-party contract terms Customer may be subject to or (b) acts or omissions that are a material breach of this Agreement.

9.2 By PeerAssist. PeerAssist agrees to indemnify and hold harmless Customer from and against any Claims that may be asserted against Customer by any third party to the extent they allege that the Services, when used in compliance with this Agreement, infringe or misappropriate any intellectual property. PeerAssist’s obligation to defend under this section does not apply to infringement Claims that are based upon: (1) Customer’s use of the Services with any third-party product or service or (2) the modification or alteration of the Services by Customer or anyone other than PeerAssist.

9.3 Procedure. An indemnified party must (1) provide the indemnifying party prompt written notice of the Claim as soon as the indemnified party is made aware of the Claim and (2) provide reasonable cooperation to the indemnifying party. The indemnifying party cannot enter into a settlement agreement without the indemnified party’s prior written consent.

10. Limitation of Liability.

Except as provided for in this Agreement and to the fullest extent provided by law, PeerAssist will not be liable to Customer for indirect, incidental, consequential, special, or punitive damages of any kind in connection with the Services and PeerAssist’s performance under this Agreement. PeerAssist is also not liable to Customer for any loss of profit or loss of data. The maximum amount that PeerAssist may owe to Customer under this Agreement is the total Fees paid by Customer for the Services giving rise to the damages in the six (6) months preceding the Claims.

11. Suspension and Termination Rights. 

11.1 Suspension of Service. Without limiting PeerAssist’s rights or remedies hereunder, PeerAssist may suspend all or a portion of the Services if (1) Customer uses Services in violation of this Agreement; (2) PeerAssist suspects that the Services are being used in a fraudulent or illegal manner or in a manner that is likely to (a) interrupt or jeopardize the integrity or security of the Services or (b) cause imminent or material damage to PeerAssist, but only for as long as reasonably necessary to mitigate the risk of such harm; or (3) if PeerAssist is unable to charge Customer’s Payment Method for any amounts due and payable under the Agreement. PeerAssist will attempt to notify Customer in advance of suspension, if practicable, or promptly thereafter. Suspension of Services does not release Customer from its obligations under the Agreement; Customer may receive credit, at PeerAssist’s sole discretion, for the suspended Services that are pro-rated for the suspension period if PeerAssist determines that Customer did not breach the Agreement.

11.2 Termination. Except as otherwise provided in the Agreement or prohibited by law, the Agreement or any or all Services thereunder may be terminated as follows:

PeerAssist may terminate the Services with thirty (30) calendar days’ written notice to Customer in the event of Customer’s breach of this Agreement (which includes without limitation any Customer payment delinquency). A material breach includes, but is not limited to, (1) Customer’s failure to make timely payment under this Agreement or (2) Customer’s breach of any representation or covenant contained in this Agreement. PeerAssist may also terminate the Services if PeerAssist determines, in good faith, such termination is necessary to comply with a court order, request from law enforcement or other regulatory body, or other law applicable to Services.

Either party may also immediately terminate the Agreement and all Services provided under this Agreement if (1) the other party becomes insolvent, bankrupt, or dissolves or (2) any bankruptcy, reorganization, insolvency, or similar proceedings are instituted by or against the other party and not dismissed within thirty (30) calendar days.

11.3 Effect of Termination. 

11.3.1 Other Rights or Remedies. Any termination of this Agreement is without prejudice to any other rights or remedies any party may be entitled to under this Agreement or at law. It does not affect any accrued rights or liabilities of any party nor any provision which is expressly or by implication intended to come into force on, or continue in force after, termination.

11.3.2 Customer Data. Upon termination of this Agreement, PeerAssist has no obligation to maintain or provide any Customer Data and has the right (but not the obligation) to delete all elements of the Services and Customer Data, without PeerAssist incurring any liability whatsoever.

11.3.3 Confidential Information. In the event of termination, Customer must return all of PeerAssist’s Confidential Information (as defined in Section 12) or tangible property in its possession to PeerAssist.

11.3.4 Fees. Immediately upon termination, Customer must pay to PeerAssist all outstanding Fees and any other payments due to PeerAssist, including but not limited to the Early Termination Charge, if applicable.

11.3.5 Survival. Sections 3 through 17 will survive the expiration or termination of the Agreement, along with terms regarding payment obligations and any other provision that by its terms would reasonably be expected to survive.

12. Confidentiality. 

The Customer cannot disclose any Confidential Information (as defined below) of PeerAssist without PeerAssist’s prior written consent and cannot use such information for any purpose other than in connection with the Services provided under this Agreement. For purposes of this Agreement, Confidential Information includes but is not limited to: (1) information or material designated as “Confidential” by PeerAssist, including any derivative work utilizing such information; (2) data, information, processes, or documents provided to Customer in connection with PeerAssist’s Services; (3) information not generally known by the public that the Customer knew, or reasonably should have known, was the Confidential Information of PeerAssist given the facts and circumstances of disclosure. The following information is not considered Confidential Information under this Agreement: (1) information that is publicly known; (2) information disclosed by a third party, not under a confidentiality obligation; (3) information known by Customer prior to entering into this Agreement; or (4) information required to be disclosed by operation of law, including without limitation, order of court, or governmental agency.

All notes, data, reference materials, memoranda, documentation, and records in any way incorporating or reflecting any of the Confidential Information and all proprietary rights therein, including patents and copyrights, belong exclusively to PeerAssist, and Customer agrees to turn over all copies of such materials in Customer’s control to PeerAssist upon request. Customer, for itself, its employees, agents, and advisors, agrees to hold in confidence and not to reveal directly or indirectly, report, publish, disclose, or transfer any of the Confidential Information to any person or entity, or utilize any of the Confidential Information for any purpose.

13. Changes to the Terms and Conditions. 

PeerAssist may amend or make modifications to these terms and conditions from time to time by posting notice of such changes to PeerAssist.com; Changes will be effective thirty (30) calendar days after posting.

14. Dispute Resolution. 

14.1 Negotiations. When one party has a dispute, controversy, or claim arising under, out of, or relating to this Agreement against the other party (“Dispute”), the aggrieved party must provide the other party with a detailed written description of the Dispute. A representative from each of the parties must communicate within five (5) business days of the date of the written notification. Both parties must make a good faith attempt to reach an agreement about the resolution of the alleged deficiency and the corrective action to be taken by the respective parties within thirty (30) business days of the date of the written notification by the aggrieved party.

14.2 Mediation. If the dispute is not resolved within thirty (30) business days of the date of the written notification by the aggrieved party, both parties must make a good faith effort at resolving the Dispute through nonbinding mediation before either party may initiate arbitration. Each party will pay its own costs related to mediation.

14.3 Opportunity to Cure. Customer agrees that no dispute resolution or litigation will be pursued by Customer for any breach of this Agreement until and unless PeerAssist has had an opportunity to cure any alleged breach. Customer agrees to provide PeerAssist with a detailed description of the Dispute. PeerAssist will have sixty (60) calendar days from PeerAssist’s receipt of Customer’s notice to complete the cure.

15. Force Majeure

Except as expressly provided in this Agreement, neither party will be liable, responsible, or in breach of this Agreement for any failure or delay in the performance of its obligations under this Agreement that is caused, directly or indirectly, from forces beyond its reasonable control, including, for example, acts of God, riot, war, terrorism, government actions and intervention, embargoes, strikes, destruction of facilities, late or failed delivery by suppliers, supply chain issues, pandemics, epidemics; provided, the foregoing does not apply to Customer’s payment obligations hereunder, unless such Force Majeure event results in a failure of the Federal Reserve wire system or other failure of the banking system that deprives Customer access to otherwise available funds.

16. Publicity

Customer agrees to allow PeerAssist to include Customer’s name and logo in social media posts and other marketing materials that showcase PeerAssist’s customers.

17. Miscellaneous

17.1 No Agency. Neither party is authorized to act as an agent for, or legal representative of, the other party nor is authorized to assume or create any obligation on behalf of or binding upon the other party. Nothing in this Agreement constitutes a joint venture, partnership, or agency between the Parties or to merge the assets, liabilities, and undertaking of the Parties.

17.2 Nonsolicitation. During the Term and for one (1) year after this Agreement terminates, each party agrees not to solicit or attempt to solicit any employee of the other party.

17.3 Assignment. This Agreement is binding upon the heirs, successors, and permitted assigns of PeerAssist and Customer. Customer cannot assign the Agreement or delegate its obligations thereunder without PeerAssist’s prior written consent. PeerAssist may assign its rights and delegate its obligations under this Agreement, in part or in full, to its affiliates and/or subcontractors with such Affiliates for the performance or delivery of Services.

17.4 Severability. If case any term of this Agreement is illegal, invalid, or unenforceable in whole or in part under applicable law, only that particular term, and not the entire Agreement, will be inoperative.

17.5 Notices. Except as expressly stated otherwise in this Agreement, notices are deemed effective (1) upon personal delivery or (2) on the third (3rd) business day after it is sent by regular mail. Customer’s address for notice will be the address specified by Customer as specified on the Statement of Work. PeerAssist’s address for notice is info@peerassist.com, PeerAssist, LLC, 6203 San Ignacio Avenue #110, San Jose, CA 95119.

17.6 Entire Agreement.

This Agreement (including all materials incorporated by reference herein) and the Statement(s) of Work are the entire agreement between the parties with respect to the Services and supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services.

17.7 No Customer Terms and Conditions.

These Terms will not be modified or superseded by any Customer’s contract, purchase order, or similar document that Customer provides to PeerAssist in connection with its order or use of Services.

17.8 No Waiver.

The failure of either party to exercise or enforce any right or remedy under this Agreement does not constitute a waiver of such right or remedy, except as expressly provided herein.

17.9 Jurisdiction.

The Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its choice of law or conflict of law rules or provisions. Subject to Section 14, Customer and PeerAssist agree to submit to the jurisdiction of the State and federal courts within Santa Clara County, California (which jurisdiction is exclusive if Customer is domiciled in the United States) and waive any objection as to venue or inconvenient forum in such courts.

17.10 No Third-Party Beneficiaries.

This Agreement is intended for the sole benefit of, and is only be enforceable by, PeerAssist and Customer. There are no third-party beneficiaries. PeerAssist has no obligation or liability hereunder to any other end-user of the Services other than Customer.

17.11 Change of Control.

Customer agrees that if there is a Change of Control of Customer, PeerAssist may terminate this Agreement on thirty (30) calendar days’ notice. “Change of Control” means a transaction or series of transactions where 51% or more of the outstanding shares of Customer are acquired within a one (1) year period, other than by a person or entity that owned or had beneficial ownership of 51% or more of such outstanding shares before the close of such transactions(s).

17.12 Headings.

The headings in the Agreement are solely for the convenience of reference and are not to be given any effect in the construction or interpretation of the Agreement.