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CC Center. “CC Center,” as used in the MSA--including these Ts & Cs--means the entity which executed the Schedule of Services with you to which these Ts & Cs apply. Use in these Ts & Cs of the words “we,” “us,” “our” and similar terms are references to CC Center.
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Member. “Member,” as used in these Ts & Cs, means the individual or entity that has entered into the MSA with CC Center. Each individual who orders Services1 or that signs the MSA (in writing, electronically or through registering at www.cccenter.biz) represents that he or she has the authority to enter in the MSA. Member’s signature on the Schedule of Services, purchases made through the www.cccenter.biz website, and/or use of Services constitutes Member’s agreement to be bound by the MSA. Use in these Ts & Cs of the words “you,” “your” and similar words are references to the Member who has entered into the MSA. You agree that you will not falsely represent your association with any business, impersonate a third party or otherwise present false or misleading information to us.
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Services. Pursuant to the MSA, CC Center will provide Services to you in exchange for your fullpayment to CC Center of the Service Fees. CC Center may utilize an Affiliate to act as its agent to operate the Center, provide Services, collect Service Fees and otherwise perform all of CC Center’s obligations under the MSA. Services are those services and products provided to you as identified in the Schedule of Services and described at www.cccenter.biz/services, and do not include Taxes unless so indicated. Member has no right to reduce the Services during the Initial Term or any Renewal Term unless otherwise specified in the MSA. Without any additional notice, Service Fees will increase by 5% at the beginning of each new twelve-month period following the Service Start Date unless other instructions are specified in the “special instructions” section of the Schedule of Services. Member agrees to pay all Service Fees authorized by Member, its owners, officers, employees and agents.
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License. With respect to CC Center’s grant to Member of the right to use office space, conference rooms and/or common areas, THIS AGREEMENT IS A LICENSE AND NOT A LEASE. The MSA does not explicitly or implicitly convey to you any interest whatsoever in real property, and Member acknowledges that it has no rights under CC Center’s lease with its Landlord for the Center. THE MSA IS A CONTRACTUAL ARRANGEMENT THAT GRANTS MEMBER A REVOCABLE LICENSE FOR THE USE OF OFFICE SPACE, CONFERENCE ROOMS AND/OR COMMON AREAS IN THE CENTER. CC Center retains legal possession and control of the Center, including the office space assigned to Member. CC Center reserves the right to relocate the Member to other offices in the Center from time to time at CC Center’s expense, but only to offices of similar size and configuration. The obligation to provide access to the Center and use of the Services is subject to the MSA, CC Center’s lease with its Landlord and any other rules and regulations of its Landlord and the building where the Center is located. If CC Center’s lease for the Center is terminated, CC Center will have the right to terminate the MSA but reserves the right to relocate the Member to a substantially similar office at CC Center’s expense. CC Center will have no liability to Member if we choose to terminate the MSA due to our lease for the Center being terminated.
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Additional Services. As Additional Services, CC Center and/or its Affiliates make available to you on an “as-requested” basis the services and products described in the schedule located at www.cccenter.biz/services. The associated Additional Service Fees are also located at that web address. Current copies of either also may be obtained upon reasonable request to CC Center. Member’s account must be current in order to make additions to the Services or order Additional Services. From time to time the fees charged for Additional Services may be changed at our sole discretion. CC Center will make every effort to notify you thirty days prior to the effective change of Additional Service Fees through posting at www.cccenter.biz/services. Your use of the Additional Services any time thirty days after posting of the changed Additional Service Fees at the above web address constitutes your agreement to the new Additional Service Fees. Additional Service Fees will be charged to Member’s account and are payable on the Service Fee Payment Date.
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Taxes. CC Center has the right to charge Member for phone or internet taxes and fees that may be assessed by local, state and federal authorities.
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Term. The MSA’s Initial Term is stated on the Schedule of Services. The MSA will automatically renew at the end of the Initial Term for a duration equal to the Initial Term unless the MSA is properly terminated as described in these Ts & Cs. Similarly, the MSA will automatically renew at the end of any Renewal Term for a duration equal to the most recent Renewal Term unless the MSA is properly terminated as described in these Ts & Cs.
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Payment. By entering into the MSA, you agree to pay CC Center all applicable charges, including the Service Fees, Additional Service Fees, and late fees by the Service Fee Payment Date each month without counterclaim, set-off or deduction, and that your obligation to pay these charges survives termination of the MSA by either CC Center or you. Each time you use the Services and/or Additional Services, you reaffirm that you will pay all such charges. Service Fees are itemized on the Schedule of Services. Invoices are sent monthly in advance. At its sole option, CC Center may accumulate Additional Service Fees incurred during your billing cycle and submit them as one or more aggregate charges at the end of each cycle. A late charge of 2% of the invoice per month will be applied if payment in full of the invoice is not made within five days of the Service Fee Payment Date.
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Initial Costs; Retainer. Payment of the Initial Costs, including any applicable Retainer, and the initial month’s Service Fees are due at the time of signing the MSA or executing a purchase on the www.cccenter.biz website. The Retainer will not be kept in a separate account from other funds and no interest will be paid. At CC Center’s sole discretion, the Retainer or any portion of it may be applied to outstanding charges. CC Center may require that you replace any portion of the Retainer that has been applied to charges or to pay for any damages caused by the Member, its owners, employees, agents and guests. CC Center will refund the balance of the Retainer, if any, not applied to satisfy payment obligations, within sixty days of termination of the MSA.
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Billing disputes. You agree to submit all billing disputes in writing to accounting@cccenter.biz within fifteen days of receiving an invoice. All disputes must include a) the invoice number being disputed, b) the charge description and amount being disputed and c) a thorough explanation of why the charge is being disputed. You agree to pay the undisputed portion of the invoice on or before the Service Fee Payment Date. If Member does not follow exactly the above procedure, Member waives all rights to dispute the invoice and agrees that all charges on the invoice are accurate, valid and owed.
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Damage to the Center and/or Member’s property. Member is responsible for any damage (beyond normal wear and tear) caused to any part of the Center (including your assigned office space) by any act or omission of Member, his/her/its owner(s), employee(s), agent(s) or guest(s). Upon reasonable notice, CC Center has the right to inspect the condition of office space assigned to you and make necessary repairs. CC Center is not responsible for any property belonging to Member at the Center. You bear the risk of loss for—and are responsible for insuring—all of your personal property at the Center. Member forever waives any right of recovery against--and fully and forever discharges—CC Center and its Affiliates, managers, members, officers, employees and agents for any damage, injury or loss to property of Member in the Center, unless caused by CC Center or its Affiliate’s willful misconduct.
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Disputes with other members. We are not responsible for the conduct of other members, their guests or any third parties in the Center. We have no obligation to and will not mediate any dispute between you and any other member (including your respective guests) and will not indemnify or otherwise be liable to any member or their guests for damage, injury or loss resulting from any such dispute.
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Providing services to members. CC Center, its Affiliates and its designated vendors are the only persons or entities authorized to provide any non-professional services in the Center to you and any other members. You agree that Member and its employees and agents will not attempt to or provide any non-professional service to other members without CC Center’s prior express written consent. This does not apply to professional services.
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Security. You may be asked to present a valid government-issued photo identification in order to gain access to the Center. We may regularly video record certain areas of the Center. If we deem it necessary, we may disclose information about you to satisfy the request of local, state or federal governmental agencies or to protect us, other members, guests or our or their property.
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Suspension of Services. CC Center may suspend providing Services and/or Additional Services (including access to the Center) to the Member without any prior notice: (a) if Member breaches any provision of the MSA and CC Center believes, in its sole discretion, that it is necessary to protect the Center, CC Center’s or its Affiliates’ employees and/or other members, or CC Center’s and/or its Affiliates’ ability to provide services to other members, (b) if Member’s account remains unpaid in any amount five days after the Service Fee Payment Date and/or (c) upon rejection of any credit card charges, a returned check or if the Member’s card issuer (or its agent) seeks return of any payment previously made to CC Center which it believes the Member owes.
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Termination of the MSA. For an MSA with a term other than month-to-month, either CC Center or the Member may terminate the MSA at the end of the Initial Term or any Renewal Term by providing notice of termination that is received by the last day of the month which is two months prior to the end of the applicable term (i.e., notice must be received by January 31st to be effective to terminate an MSA term ending on March 31st), otherwise the MSA renews as set forth in these Ts & Cs. For MSAs that are month-to-month, a termination notice by CC Center or the Member is effective to terminate the MSA at the end of the month following the month during which notice was received (i.e., notice received on March 31st is effective to terminate the MSA on April 30th, while notice received on April 1st is effective to terminate the MSA on May 31st).
Either CC Center or the Member may terminate the MSA at any time if the other party materially breaches the MSA.
Material breaches by Member include, but are not limited to, the following failures, acts or omissions if Member fails to cure such failures, acts or omissions within ten business days after receipt of notice of an intent to terminate: (a) Member, its officers, employees or agents failing to abide by any of the rules, regulations or policies of CC Center or the Landlord related to the Center (b) use of the Center for any illegal operation or purpose, or the Member, its officers, employees or agents committing any illegal act or omission while using or in the Center, (c) Member, its officers, employees or agents causing a nuisance and/or disturbing other members or guests and (d) Member, its officers, employees or agents being abusive to any CC Center employee, agent or other member. It is also a material breach by Member if it breaches the MSA more than once (including as described in the above subsections (a) through (d)), regardless of whether such breaches are timely cured. Material breaches by Member also include failure on two or more occasions within a twelve-month period to pay all amounts due to CC Center by five days after the Service Fee Payment Date. No notice or opportunity to cure is necessary for Member’s failures to make timely payment. The above-described failures, acts and omissions are not intended to be an exhaustive list of those which would be material breaches by Member of the MSA. CC Center need not provide notice and an opportunity to cure those breaches by Member which, in CC Center’s sole judgment, cannot be cured.
CC Center’s failure to: (a) deliver received mail, (b) provide telecommunications services or (c) provide access to the Center, will only be considered a material breach if it lasts for a period of ten consecutive business days and, in the case of access to the Center, only if CC Center cannot accommodate Member at another office located at 501 Allen Court, Chesterton, Indiana.
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Damages for termination of the MSA. If the MSA is terminated after the Service Start Date, Member shall pay CC Center for: (a) the Service(s) and Additional Services up through the effective date of termination, (b) the Initial Costs and (c) the Termination Charge. Member will not be liable for the Initial Costs and the Termination Charge if Member terminates due to a material breach by CC Center. Member agrees that because actual damages to CC Center caused by termination of the MSA are uncertain and would be difficult to determine, the Termination Charge is a reasonable liquidated damage and is not a penalty.
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Reinstatement following termination. Member has no right to reinstatement following termination. If, however, CC Center agrees to reinstate Member’s MSA and Services, then Member shall be responsible for additional Initial Costs being charged at CC Center’s then-prevailing rates.
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Removal of personal property. Member agrees to remove all personal property and vacate the Center on or before the effective date of termination of the MSA. CC Center is not, at any time, responsible for loss or damage to any of Member’s property remaining at the Center following the effective date of termination or for exercising any of its rights under this provision unless the loss or damage is the result of willful misconduct by CC Center. If Member fails to remove any personal property on or before the effective date of termination, CC Center shall have the right to place all personal property in boxes, move and/or store Member’s personal property and to charge Member for transportation and storage plus 15% of those charges as CC Center’s service fee. If Member fails to retrieve any personal property within ninety days of the effective date of termination, then CC Center may dispose of Member’s personal property as it sees fit without incurring any liability to Member.
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Business continuation services. For all Services provided on terms other than month-to- month, CC Center will provide business continuation services. Upon expiration, cancellation or termination of the MSA for any reason other than material breach by Member, CC Center will for a period of two months forward Member’s mail once per week to one designated domestic address. Following the two-month period, all mail received will be returned to sender. Upon expiration, cancellation or termination of the MSA for any reason other than material breach by Member, Member may Port the primary assigned telephone number to Member’s new telephone carrier. In the event the Member materially breaches the MSA, access and use of all telephone numbers assigned to Member will be terminated and the telephone numbers will be returned to CC Center’s inventory for use by Center. In the event the Member elects not to Port the Member’s primary assigned telephone number, the telephone number will remain active and all calls will automatically be directed to voicemail for two months. At the end of the two-month period, the primary assigned telephone number will be terminated and placed back into CC Center’s inventory for use by Center. The charge for these business continuation services will be $75.00 per month plus costs of postage, supplies and/or CC Center’s administrative time. Payment in full for business continuation services is due upon expiration, cancellation or termination of the MSA. Charges for postage associated with mail forwarding and CC Center’s administrative time are due upon Member being invoiced. CC Center reserves the right to withhold the business continuation services fee from Member’s Retainer.
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Mail services. You acknowledge that CC Center will comply with the USPS regulations regarding Member’s mail. Member must also comply with all USPS regulations and amendments and USPS interpretations of such regulations. Member’s failure to comply will result in immediate termination of this MSA, with Member responsible for Termination Charges. Member further agrees, upon request, to sign an updated version of the MSA and any other necessary documents or forms related to process of service. Upon expiration, cancellation or termination of this MSA, Member must notify all parties with whom Member does business of its address change.
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Changes to these Ts & Cs. CC Center may change these Ts & Cs for any upcoming Renewal Term by sixty day advance notification by posting them at www.cccenter.biz and providing email notification to the email address provided by the Member and on file with CC Center.
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Disclaimer of warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED BY CC CENTER “AS IS” AND CC CENTER AND ITS AFFILIATES, CONTRACTORS, LICENSEES, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS MAKE NO WARRANTY OR GUARANTEE WITH RESPECT TO SERVICES OR ADDITIONAL SERVICES OR AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICES OR ADDITIONAL SERVICES, UNDER THE MSA OR OTHERWISE. THE SERVICES AND ADDITIONAL SERVICES ARE PURCHASED WITH KNOWLEDGE OF THIS WARRANTY DISCLAIMER. CC CENTER EXPRESSLY DISCLAIMS ANY WARRANTIES, CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
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Limitation of liability. WITHOUT PREJUDICE TO OR LIMITING CC CENTER’S RIGHT TO RECEIVE PAYMENT FOR SERVICES AND ADDITIONAL SERVICES, THE ENTIRE LIABILITY OF CC CENTER (TOGETHER WITH ITS AFFILIATES, CONTRACTORS, LICENSEES, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS) FOR ALL CLAIMS, DAMAGES, ETC. OF WHATEVER NATURE (INCLUDING NEGLIGENCE, NEGLIGENT MISREPRESENTATION AND NEGLIGENT OMISSION CLAIMS) ARISING OUT OR RELATED TO THIS AGREEMENT, THE PROVISION OF SERVICES AND ADDITIONAL SERVICES, TRANSMISSION, TELEPHONE SERVICES, INTERNET SERVICES, DATA SERVICES AND/OR EQUIPMENT, INCLUDING DAMAGE TO REAL AND PERSONAL PROPERTY, SHALL NOT EXCEED THE LESSER OF (A) THE AMOUNT PAID BY MEMBER FOR THE SERVICE AT ISSUE IN THE PRIOR SIX (6) MONTHS TO THE ACTION OR OMISSION GIVING RISE TO THE CLAIM, OR (B) TEN THOUSAND DOLLARS ($10,000) IN TOTAL; PROVIDED, HOWEVER THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY FOR DEATH OR PERSONAL INJURY CAUSED BY CC CENTER AND COVERED BY INSURANCE, OR FOR ANY OTHER LIABILITY WHICH MAY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
YOU RECOGNIZE THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS THAT ARE SEPARATELY OWNED AND NOT SUBJECT TO CC CENTER’S CONTROL. YOU AGREE THAT CC CENTER (AND ITS AFFILIATES, CONTRACTORS, LICENSORS, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS) SHALL NOT BE LIABLE FOR DAMAGES INCURRED OR SUMS PAID WHEN THE SERVICES ARE UNAVAILABLE DUE TO MALFUNCTION OF, OR CESSATION OF, INTERNET SERVICES BY NETWORK(S) OR INTERNET SERVICE PROVIDERS NOT SUBJECT TO CC CENTER’S COMPLETE CONTROL, OR FOR TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF MEMBER INFORMATION CARRIED ON SUCH NETWORKS OR INTERNET SERVICE PROVIDERS. CC CENTER (AND ITS AFFILIATES, PROVIDERS, CONTRACTORS, LICENSORS, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS) SHALL HAVE NO LIABILITY HEREUNDER FOR DAMAGES INCURRED OR SUMS PAID DUE TO ANY FAULT OF MEMBER OR ANY THIRD PARTY, OR BY ANY HARMFUL COMPONENTS (SUCH AS COMPUTER VIRUSES, WORMS, COMPUTER SABOTAGE, AND ‘DENIAL OF SERVICE’ ATTACKS). CC CENTER (AND ITS AFFILIATES, PROVIDORS, CONTRACTORS, LICENSORS, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS) ARE NOT LIABLE FOR ANY BREACH OF SECURITY ON THE MEMBER’S NETWORK, REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THE MSA FAILS OF ITS ESSENTIAL PURPOSE. MEMBER AGREES THAT IT WILL NOT HOLD CC CENTER (OR ITS AFFILIATES, PROVIDORS, LICENSORS, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS) RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICES (INCLUDING THOSE WITH WHOM CC CENTER MAY CONTRACT TO OPERATE THE SERVICES), OR HOLD A THIRD PARTY RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, CC CENTER IN CONNECTION WITH THE SERVICES. WITHOUT LIMITING THE FOREGOING, MEMBER AGREES THAT IT WILL NOT HOLD CC CENTER (OR ITS AFFILIATES, PROVIDORS, LICENSORS, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS) RESPONSIBLE FOR (A) THIRD PARTY CLAIMS AGAINST MEMBER FOR DAMAGES, (B) LOSS OF OR DAMAGE TO MEMBER’S RECORDS OR DATA OR THOSE OF ANY THIRD PARTY, OR (C) LOSS OR DAMAGE TO MEMBER ASSOCIATED WITH THE INOPERABILITY OF MEMBER’S EQUIPMENT OR APPLICATIONS WITH ANY COMPONENT OF THE SERVICES OR THE CC CENTER NETWORK. MEMBER AGREES TO MAKE ALL CLAIMS RELATED TO THE MSA, INCLUDING THE SERVICES AND ADDITIONAL SERVICES THEREUNDER, DIRECTLY AGAINST CC CENTER, AND WAIVES ANY RIGHT TO MAKE SUCH CLAIMS OR RECOVER DAMAGES (DIRECTLY OR BY INDEMNITY) RELATED TO THE MSA, INCLUDING THE SERVICES AND ADDITOINAL SERVICES THEREUNDER, BY CLAIMING DIRECTLY AGAINST CC CENTER’S AFFILIATES, PROVIDERS, LICENSORS, MANAGERS, OFFICERS, EMPLOYEES AND AGENTS OR ANY THIRD PARTY TO THE MSA, OR AGAINST OR THROUGH ANY THIRD PARTY TO THE MSA.
NEITHER CC CENTER NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING (INCLUDING SUSPENDING OR DISCOUNTINUING SERVICES) OR SUPPORTING THE SERVICES (INCLUDING AFFILIATES) SHALL BE LIABLE TO MEMBER, ANY REPRESENTATIVE, AGENT OR EMPLOYEE OF MEMBER, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SERVICES, ADDITIONAL SERVICES OR INABILITY TO USE THE SERVICES OR ADDITIONAL SERVICES, INCLUDING WITHOUT LIMIATION, LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE).
NO ACTION OR PROCEEDING AGAINST CC CENTER MAY BE COMMENCED BY THE MEMBER MORE THAN ONE (1) YEAR AFTER THE ACTION OR OMISSION WHICH GAVE RISE TO THE CLAIM OR THE LAST DAY ON WHICH THE SERVICE OR ADDITIONAL SERVICE WHICH IS THE BASIS FOR THE ACTION IS RENDERED OR FAILED TO BE RENDERED (WHICHEVER IS EARLIER), AND MEMBER ACKNOWLDEDGES THAT THIS LIMITATION CONSTITUTES AN EXPRESS WAIVER OF ANY RIGHTS UNDER ANY APPLICABLE STATUTE OF LIMITATIONS WHICH WOULD OTHERWISE AFFORD ADDITIONAL TIME FOR SUCH A CLAIM.
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No liability for actions of others. We are not responsible for the actions of others using the Services or Additional Services or in the Center. Other members may not be who they claim to be. We do not perform background checks on our members, and we do not guarantee that our members’ online profiles are accurate.
The Services and Additional Services may provide you with access to the services or products of third parties and advertisements from our unrelated business partners. We are not responsible for the content of those advertisements or any links, products or services related to those third parties. We are not liable to you for any damage or loss relating to any reliance on any third-party advertisement or use of any third-party services or products. You agree that CC Center (and its Affiliates, managers, officers, members, employees and agents) make no representations or warranties of any kind concerning such third-party advertisements, services or products, and therefore that you will not rely upon CC Center (and its Affiliates, managers, officers, members, employees and agents) when deciding to enter into any relationship with such third-parties.
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Indemnity. Member will indemnify, defend and hold harmless CC Center and its managers, members, directors, officers, employees, Affiliates, agents, subcontractors, co-branders and partners from and against any claims, suits, actions, proceedings, demands, liabilities and settlements from any and all third parties, and for payment of any losses, to the extent such losses arise (i) as a result of non-compliance by Member with its obligations under the MSA;
(ii) from any and all claims by any of Member’s customers or other third party end users in connection with a Service or Additional Service (including, without limitation, any claims regarding content transmitted using a Service or violation of data protection legislation), regardless of the form of action, whether in contract, tort, warranty, statutory or strict liability; provided, however, that Member will have no obligation to indemnify and defend CC Center against claims for damages for bodily injury or death solely caused by CC Center’s gross negligence or willful misconduct; or (iii) from claims of copyright infringement and all manner of intellectual property claims, defamation claims, claims of publication of obscene, indecent, offensive, racist, unreasonably violent, threatening, intimidating or harassing material, and claims of infringement of data protection legislation, to the extent such losses are based upon (a) the content of any information transmitted by Member or by any of Member’s customers or authorized end users; (b) the use and/or publication of any and all communications or information transmitted by Member or by any of Member’s customers or authorized end users, or (c) the use of Services or Additional Services by Member in any manner inconsistent with the terms of this MSA. Member’s indemnification and hold harmless obligations hereunder shall survive termination of the MSA by CC Center or you or expiration of the MSA.
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Force Majeure. Notwithstanding anything to the contrary elsewhere in the MSA, CC Center has no liability to Member for any interruption in Services or Additional Services caused by a Force Majeure. A Force Majeure event does not excuse Member from paying for any Service Fees or Additional Service Fees due under the MSA.
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Duty to Mitigate. CC Center has no duty to mitigate its damages under the MSA.
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Non-solicitation. CC Center’s and its Affiliates’ employees are an essential part of CC Center’s ability to deliver Services and Additional Services. Member, its owners, officers, agents and employees agree that during the term of the MSA (including any Renewal Term) and for six months thereafter, they will not directly or indirectly, on their own account or on the account of any other person or entity (a) solicit for employment, assist in employing, employ, hire or otherwise associate in business with any current employee or any former employee who was employed by CC Center or an Affiliate within the prior six months, provided, however, that a general solicitation for employment not specifically directed at any such employee or former employee is not a violation of this provision, and/or (b) induce or attempt to induce any employee or member of CC Center or an Affiliate to terminate his, her or its relationship with CC Center or an Affiliate. For violations of the non-solicitation of employees or former employees (as defined above), Member agrees that actual damages would be difficult to determine and therefore agrees to pay to CC Center or an Affiliate (as applicable) as liquidated damages one-half of the most recent annual salary of the person solicited and/or hired. Member agrees that this liquidated damage amount is fair and reasonable as compensation for such breach. This provision survives termination of the MSA by either CC Center or you.
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Class action waiver. Any arbitration or lawsuit to litigate any dispute in any forum related to the MSA will be conducted solely on an individual basis. Neither Member nor CC Center will seek to have any dispute heard as a class action or in any other manner in which a party seeks to act in a representative capacity. No proceeding will be combined with any other proceeding without the consent of both CC Center and Member. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US, INCLUDING THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ARBITRATION OR CONSOLIDATION OF INDIVIDUAL CASES OR ARBITRATIONS.
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Attorneys’ fees. Notwithstanding anything to the contrary contained elsewhere in the MSA, if Member or CC Center (and/or any Affiliate) brings any action in any court that in any way arises under, is brought in connection with or relates to the MSA, including questions about its existence, interpretation, validity or termination, the prevailing party in such action shall be entitled to recover the reasonable value of legal fees (including paralegal and/or law clerk fees), whether due or owing, all expenses (including expert fees, deposition costs, travel expenses and copying charges) and court costs from the other party.
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Arm’s length agreement. The MSA between you and CC Center is a business-to-business contract. The MSA has been negotiated at arm’s length and between persons sophisticated and knowledgeable in matters related to the MSA. In addition, each party has had the opportunity to have the MSA reviewed by legal counsel of their choice. Accordingly, any rule or decision that would require construction of ambiguities against the drafter of the MSA is not applicable and waived by the parties. The provisions of the MSA shall be interpreted in a reasonable manner to affect the purpose of the parties and the MSA. The headings of each paragraph are for the convenience of reference and shall not affect its interpretation.
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Provisions partially or wholly unenforceable. If any provision of the MSA is held to be invalid in whole or in part, the parties agree that such provision shall be modified to make it enforceable to the maximum extent permitted by applicable law. If any provision is held to be wholly unenforceable and unable to be modified to make it enforceable, then it shall be deemed stricken from the MSA and the remaining provisions of the MSA shall remain in full force.
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Non-waiver. The waiver by any party of the breach of any provision of the MSA by the other party, or the failure by either party to exercise any right granted to it under the MSA, shall not operate as the waiver of any subsequent breach by the other party nor as a waiver of the ability to exercise such right.
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Assignment. Member may not assign the MSA or its right to receive the Services or Additional Services without express written consent of CC Center. CC Center may assign this MSA at any time and without the consent of Member.
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Notices. Unless specified otherwise elsewhere in the MSA, all notices are to be in writing and must be served by certified mail with postage prepaid, by overnight courier delivery or by email, with proof of delivery. If notice is to Member, use of the mailing address and/or email address provided by Member in the Schedule of Services or any amendment shall be sufficient. Member agrees to maintain a correct and current address, phone number and contact name on file with CC Center, including upon termination of the MSA. All notices to CC Center must be sent to Allen Law Group, 501 Allen court, Chesterton, IN 46304 or via email to accounting@cccenter.biz. All termination notices by Member must be sent separately from any other notice.
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Choice of law; forum selection. This MSA is governed by the law of the state where the Center is located without regard to its choice of law provisions. Any dispute relating to or arising out of the MSA or the provision of the Services or Additional Services must be brought exclusively in either the Circuit or Superior Court of Porter County, Indiana.Member agrees to submit to the jurisdiction of the foregoing courts.
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Entire agreement. This MSA is the entire agreement between CC Center and Member and supersedes all prior written and oral agreements.