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(a) These terms and conditions for cleaning services (these Terms), are the only terms that govern the provision of services by ECS Cleaning, LLC dba ECS, its successors and assigns (ECS ) to You, the customer (referred to as You and Your herein) and Your use of the website located @ extraordinarilyclean.com (the Website).
(b) The accompanying order confirmation (the Order Confirmation) attached as Exhibit 1 and these Terms (collectively, this Agreement) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these terms shall govern.
(c) The Order Confirmation will contain the specific details for the home cleaning, VH, VHR, businesses or cleaning You schedule and will include, where applicable, the Recurring Cleaning Price, Initial Cleaning Price, or One-Time Cleaning Price (collectively, the Prices).
(e) By clicking / signing Accept, You represent and warrant that You are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Website or click Accept.
You referring to Property owners / Managers are responsible for all on site safety, walkways clean, cleared snow , ice clearing prior to arrival. Dangerous glass, appliances, flooring , railing, stairs. Safe passage from parking to front door entry.
Accessing the Website and Account Security. ECS llc reserves the right to withdraw or amend this Website, and any service or material ECS llc provides on the Website, in the sole discretion of ECS llc without notice. ECS llc will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, ECS llc may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for:
(a) Making all arrangements necessary for You to have access to the Website.
Satisfaction Guaranteed. If You are not satisfied with any cleaning following its completion, you must contact ECS within 24 hours of the cleaning and ECS will make arrangements to re-clean the area of concern without charge. However if it determined the area needing recleaned can damage any area , ECS will not clean any further. ECS sole obligation is to re-clean the area of concern; all payments are final payments and no money will be refunded for any reason. ECS will have no obligation should You not contact them within 24 hours of the cleaning.
Short Term Rental, Satisfaction Guaranteed . You must provide date stamped images of All complaints from guests regarding cleaning within 24 hours of cleaning/check in/ including misunderstandings; in order for us to make arrangements to return and reclean area. No refunds will be given, based on guests opinion of clean. We will return and remedy areas based off of managers review of photos. We always do our best, we appreciate your understanding. ECS will have no obligation should You not contact them regarding guests complaints within 24 hours of the cleaning with any issues.
ECS cleanings are carried out by ECS teams trained specifically in cleaning homes -offices – business’s the ECS way, ECS will do its best to have the same teams clean Your house each time, but cannot guarantee availability, particularly if a clean is rescheduled or conflict with a team member.
Additional Services/Modifications. The Order Confirmation cannot be modified while the ECS teams are at Your home, office, or business. If You desire additional services, please Modify Your Order Confirmation at least two (2) business days in advance of Your scheduled cleaning. Should the ECS perform additional work not detailed in the Order Confirmation, You agree to pay for those services upon billing.
Skipping a Cleaning Under a Set Amount of Cleanings. If You choose to skip a cleaning under a set amount of contracted cleans, you will be charged 65% of the applicable Price (the Skip Rate). The Skip Rate will be added to the Price for Your next scheduled cleaning. If You choose to skip a scheduled cleaning with less than two (2) business days’ notice, you will be charged a one hundred ($100.00) cancellation fee (the Late Cancellation Fee) immediately.
Cancellation. You must provide thirty (30) days notice (Cancellation Notice) if You desire to cancel recurring cleanings. If You cancel recurring cleanings without the Cancellation Notice, You will be charged a Cancellation Rate of the Recurring Cleaning Price as listed on the Order Confirmation and invoiced accordingly. If receiving monthly cleanings, the Cancellation Rate shall be the Recurring Price. If receiving biweekly cleanings, the Cancellation Rate shall be the Recurring Price x 2. If receiving weekly cleanings, the Cancellation Rate shall be the Recurring Price x 4.
Short Term Rental Cleaning, Cancellation. You must provide (24) Hr notice (Cancellation/ Reschedule Notice) if You desire to cancel/reschedule Short term Rental cleanings. If You cancel Short Term Rental cleanings without the Cancellation Notice, You will be charged a Cancellation Rate of the Short Term Rental in FULL as listed on the Order Confirmation and invoiced accordingly.
Pricing. The Prices listed on the Order Confirmation are estimates based on the information You provide ECS through the Website OR written agreement. These Prices are subject to adjustment upon the ECS team arrival at Your home to perform the initial scheduled cleaning based on services requested, level of cleanliness, and actual square footage. ECS teams has the right to refuse to perform a cleaning if the home conditions are drastically different from the conditions represented in the Order Confirmation. All deposits will be forfeited. Full clean price will apply.
Equipment and Supplies. The Teams cannot and will not utilize Your supplies or equipment unless You sign a waiver acceptable to ECS in its sole discretion. Written directions for the product / tool application. Team members must approve of any product, procedure, tools, supplies. Prior arrangement / approval must be made 48 hrs before.
On site ethics. You must be / work environment at all times professional and courteous. We ask that you contact ECS llc for any specific details related to the clean. IE; check list. Priorities. Micro managing team members is not acceptable. Ie: ( if you have not cleaned your bath tub in 5 years we cannot clean it in 10 minutes, grout will need specialized steam cleaning equipment. ECS can provide for addition services( maintaining your property on a consistent basis will determine the final phase clean result. We will always do our best. Call or email ECS llc for specifics. Please don’t ask team members to go to excess measures or risk injury to clean anything. In most case we can resolve this through You communicating with ECS office manager not Team members on site. We have extremely specialized equipment / supplies we can bring to the site. (additional charges will apply) Equipment is designed for hard to clean areas or areas of neglect, heavy use, high traffic areas. Harassment or foul language is unacceptable on site at any time period. Shall reserve the right to vacate the property at any time. Forfeit all deposit and early cancelation rate applies. If the Field team member contacts the office and discuss micromanaging by you it may result in immediate departure. Specialty clean equipment arrangements must be made 72 hours prior to clean.
Valuables. Please make sure all valuables, collectibles, heirlooms, or other similar fragile or expensive items are properly stored in order to avoid any accidents. If any items are too large to move, ECS llc will not clean any areas with such items on or around them without a waiver or liability. It is Your responsibility to inform TEAMS if any items in the home fall into this category.
Furniture with Special Instructions. It is Your responsibility to inform ECS Teams if any items in Your home, including, but not limited to wood or antique furniture items, require special care or products. Regarding escrow, move out items left behind by tenants , owners is there sole responsibility to move, contain, store in secured area.
Pets. Please make sure all pets have been secured for their safety, as well as the safety of the ECS TEAM. We also request for You pick up after Your pets ( toys, poop, urine, beds, blankets, litter boxes) before the TEAM arrive. ECS is not responsible for pets escaping or injury. ECS llc reserves the right to not clean your home, should pets NOT be properly secured. You are liable for any injury occurring to a ECS team member equipment or loss of time due to pet issue containment. Forfeit of all deposits will be charged in Full. Includes paid time off, medical procedure if team member injury due to bite, escaping harm. If teams needs to reschedule or leave due to a pet you will be charged for a full cleaning service per agreement & forfeit deposit. Maximum time allowed to secure a pet safely is 15 minutes. There after $125 per hour wait time up to 2 hours. After 15 minutes 1 hour minimum time will be charged, @ one hundred and twenty five dollars per hour. ECS acknowledges you agree to this and have read the terms and conditions in full. No team member will leave company vehicle until the pet (pets) secured. ECS has the right to make a judgment call on their Team Safety at any time, regardless of your assurance the pet is safe and not a danger to any Team member. Safety is our Goal. Failure to secure a safe working environment will result in immediate departure forfeit of all deposits. ECS reserves the right to ever return to the property in question.
Payment Policy. Payment shall be pursuant to the terms of the ACH and Credit Card Use Authorization below. Payments for scheduled cleanings will be processed half of charge one week prior to clean, and the other half upon completion of the clean. Payments for fees authorized herein will be processed when the fee is incurred. ECS llc shall have the right to annually increase its prices by the change in the CPI or equivalent index selected in ECS sole discretion. You are responsible for all costs of collection on unpaid amounts and unpaid amounts will accrue interest at 3.5%.
Credit Card Use Authorization. By providing Your credit or debit card (Your Card) on the Order Confirmation, You agree Your Card will be charged 50% of the clean/one week prior to date of clean and the remaining balance on the date of any scheduled cleaning and for any charge or payment allowed by these Terms. You agree to pay in accordance with the agreement governing use of Your Card. You hereby authorize ECS llc to charge Your Card on record for the amount of all recurring cleanings authorized herein, and for any charge or payment allowed by these Terms, including, but not limited to, the Skip Rate and the
Cancellation Fee as defined herein. If at any time Your Card is no longer valid, You agree to provide valid credit card information to ECS at least one (1) business day before Your next schedule cleaning. ECS will not perform service until one (1) business day following its receipt of valid credit card information. By accepting these Terms, You agree You have read and agree to be bound by same. You hereby certify You are the authorized user of the Card and You will not dispute payments with Your Card company, so as long as the transactions are in accordance with these Terms. You understand this authorization will remain in effect until You cancel it in writing, and You agree to notify ECS llc in writing of termination of this authorization.
ACH Payments. By providing Your bank account information. You agree your bank will be charged 50% of the clean/one week prior to date of clean and the remaining balance on the date of any scheduled cleaning and for any charge or payment allowed by these Terms. If at anytime your bank account is changed or closed. We will charge credit card on file. If your bank account charge is returned for insufficient funds. We will charge your credit card on file double the amount of cleaning. You hereby certify You are the authorized user of this bank account and You will not dispute payments with Your Bank, so as long as the transactions are in accordance with these Terms. You understand this authorization will remain in effect until You cancel it in writing, and You agree to notify ECS llc in writing of termination of this authorization for ACH payments at all times.
Weather/Acts. Should ECS be unable to fulfill its obligations to You on a particular day because of weather or other acts outside of ECS control, ECS will attempt to notify You as soon as possible and to reschedule at the parties’ mutual convenience. If ECS determines ECS will be unable to fulfill its obligations, ECS has the right to terminate this agreement immediately.
Time of Cleaning. While ECS reserves the right to adjust timing in order to best fit its own schedule, ECS will provide time estimates as follows: 9 am(first in the morning), (morning, usually 9am to 12 noon ) (midday, usually1-4 pm),(afternoon, (anytime during normal working hours). These estimates are subject to change based on schedule and availability, weather conditions.
Termination/Refusal of Service. ECS may, at its own discretion, terminate this Agreement at any time during the term of the Agreement. ECS reserves the right to refuse to provide service at its entire discretion.
Entire Agreement/Severability. This Agreement constitutes the entire agreement between the parties and shall supersede any prior discussions or agreements between the parties. Any amendment of this Agreement must be in writing. Should any provision of this Agreement be held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. ECS has the right to revise this Agreement upon notice to You should there be a change in the law that requires a change herein. This Agreement shall not be assignable by You.
Limitation of Liability. ECS carries insurance for damage or breakage in Your home caused by the negligence of ECS. ECS is not liable for damage or breakage that is caused by normal wear and tear; improper installation of an item(s); or artwork, collectibles, or family heirlooms valued over $150 that are not disclosed previously to in writing. It is your responsibility to inspect Your home following any cleaning. You must notify ECS in writing within 24 hours of any cleaning of any alleged damage or breakage caused by ECS that occurred during such cleaning. ECS agrees to investigate the matter, and if determined to be at fault, will submit the claim to its insurance carrier. ECS obligation is limited to timely submitting the claim to insurance and tendering of funds received from such a claim. Both parties agree to waive any right of subrogation on behalf of their respective insurance companies.
Venue/Law/Arbitration per chapter 38 38.250. This agreement shall be interpreted based on the laws of the State of Ca, Nv ,Co, without regard to conflicts of law. Venue for any dispute regarding this agreement, the services provided here under or otherwise between the parties shall be brought in Carson City Nv. Any claim, dispute, or controversy between the parties shall be resolved by binding arbitration between the parties pursuant to the Nv Arbitration Act and Federal Arbitration Act. Both parties waive the right to bring a class action or multiple parties and waive the right to punitive, indirect, special, consequential, or incidental damages.
Access to Home. You are responsible for providing ECS access to Your home at the agreed day and time of each cleaning. (15 minute time window) If ECS is not able to access Your home on the date of a cleaning, the Late Cancellation Fee will be charged immediately, and the Skip Rate will be added to the Price for Your next scheduled cleaning. If Your home has an alarm, you must provide ECS with a current alarm deactivation code and detailed instructions for disarming. ECS is not responsible for any charges from local authorities regarding an activated alarm which ECS is not able to disarm. If You have provided ECS with a key to Your home, You must provide written instructions regarding the treatment of the key in ECS custody and instructions on disposition of the key following termination of services. If no instructions are given, ECS will retain the key and keep in a secured location. Upon termination, if no instructions are given, ECS will destroy the key.
You are responsible for home, office, business, entry door code, auto locks, active codes. If a team is locked out due to a door lock entry ( auto lock) dead battery. You Owner are responsible for lock smith, re scheduling, forfeit of all deposits. If this clean is escrow, move out clean, must have at least two emergency local contacts. If for some reason unable to reach an emergency contact. Proper authorities will be called shall the matter be deemed necessary.
ECS understands there is a level of trust in allowing our Team members into Your home and takes the safety of Your belongings seriously. Complying with ECS policy on storing valuables will provide peace of mind for all parties. In the unlikely event You are unable to locate a valuable item following a cleaning, ECS asks you do a thorough search of Your home thoroughly determine if item may have been moved during cleaning or misplaced. If, following a thorough search, If You believe an item has been stolen, ECS will cooperate with all criminal investigations regarding the missing item(s).
Non-Solicitation policy. Any Solicitation will immediately result in Team members, trainees, subcontractors, manager, departure from location and full Charge per contract. Forfeit of any and all deposits, Cancelation fee will apply No further services will be provided. ECS takes great care in recruitment, hiring, and training the Team members. As part of their employment agreements, the ECS team members agree not to provide cleaning services to ECS clients. You agree not to hire, discuss payment, pay rate, micromanage, discuss contracts to any ECS field team members on an individual basis to provide cleaning services without contacting ECS directly. ECS estimates its referral fee to be $9,989.00.
Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, Intellectual Property Rights) in and to all documents, work product and other materials that are delivered to You under this Agreement or prepared by or on behalf of ECS llc in the course of performing the Services, including any items identified as such in the Order Confirmation (collectively, the Deliverables) shall be owned by ECS
The Website & ECS llc and its process its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, and the design, selection, and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms permit You to use the Website for Your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Website, except as follows:
Your computer may temporarily store copies of such materials in RAM incidental to Your accessing and viewing those materials. You may store files that are automatically cached by Your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Website and the Terms for Your own personal, non-commercial use and not for further reproduction, publication or distribution.
You must not:
Modify copies of any materials from this site. Copy distribute without consent. Borrow or use any equipment without written authorization to do so.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without the prior written consent of ECS
Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
Otherwise attempt to interfere with the proper working of the Website.
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If You print, copy, modify, download, or otherwise use this Website in breach of the Terms, Your right to use the Website will cease immediately and You must, at ECS llc option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Website or any content on the Website is transferred to You, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
Changes to the Website. ECS may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and ECS is under no obligation to update such material. In the event of a conflict with the Website and these Terms, these Terms shall govern.
Links from the Website. If the Website contains links to other sites and resources provided by third parties, these links are provided for Your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. ECS has no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If You decide to access any of the third-party websites linked to this Website, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions. The owner of the Website is based in the state of Nevada in the United States. ECS provides this Website for use only by persons located in the United States. ECS llc no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, You do so on Your own initiative and are responsible for compliance with local laws.
Disclaimer Of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 3 ABOVE, ECS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR THE WEBSITE, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
ECS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation of Liability.
(a) IN NO EVENT SHALL ECS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ECS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL ECS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO ECS llc PURSUANT TO THIS AGREEMENT.
(c) IN NO EVENT WILL ECS , ITS AFFILIATES OR THEIR LICENSORS, OWNERS, MANAGERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification. You agree to defend, indemnify, and hold harmless the Company, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorney’s fees) arising out of or relating to Your violation of these Terms or Your use of the Website, including, but not limited to any use of the Websites content, services and products other than as expressly authorized in these Terms or Your use of any information obtained from the Website.
Waiver. No waiver by ECS llc of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by ECS. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Privacy. The ECS is conducting its business in compliance with all applicable Laws governing privacy and the protection of personal information. ECS has a written privacy statement that addresses the collection, use and disclosure of personal information and ECS is in compliance in all material respects with such statement. Without limitation of the foregoing, (a) ECS has not collected, stored, transferred, or otherwise used any personally identifiable information from any individuals, including, without limitation, any patients, customers, prospective customers, employees and/or other third party (collectively, Personal Information),
other than in compliance in all material respects with applicable law, (b) in connection with its collection, storage, transfer and/or use of Personal Information, ECS is and has been in compliance in all material respects with all applicable laws in all relevant jurisdictions, ECS privacy policies, and the requirements of any contract or codes of conduct to which the ECS is a party, (c) ECS has commercially reasonable physical, technical, organizational and administrative security measures and policies in place to protect all Personal Information collected by it or on its behalf from and against unauthorized access, use and/or disclosure, and (d) ECS is and has been in compliance in all material respects with all laws relating to data loss, the” and breach of security notification obligations.
Force Majeure. ECS shall not be liable or responsible to You, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of ECS including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays effecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Assignment. You shall not assign any of Your rights or delegate any of its obligations under this Agreement without the prior written consent of ECS Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves You of any of Your obligations under this Agreement. ECS reserves the right to assign this Agreement without notice.
Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Nevada in each case located in the City of Carson city and County of Carson county, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.
Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.
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