Soham, Inc. d/b/a Zenoti (“Zenoti”) and Fantastic Sams Franchise Corporation (“FSFC”) have entered into that certain Zenoti Franchise Network Master Subscription Agreement dated March 29, 2022 (“MSA”), pursuant to which Zenoti has agreed to provide access to its point of sale and payment processing platform (“Services”) to the franchisees of Fantastic Sams® branded salons, which are part of the Fantastic Sams® branded franchise system currently or in the future owned and operated by (i) FSFC or (ii) regional owners of FSFC (“You” or “Your”) under this Agreement.
You will ensure that only persons authorized by you, including your personnel (collectively, “Authorized Users”) may access and use the Services. You assume full responsibility for any breach of the Agreement by your Authorized Users. You and your Authorized Users will treat access credentials to the Services as strictly confidential and not permit any other unauthorized access to the Services.
(a) License. Zenoti hereby grants you anon-exclusive, non-sublicensable, non-transferable (except in compliance with the assignment provision in Section 24) right to access and use the Services during the term set forth on the cover page of this Agreement, solely for your internal business purposes, including access and use by Authorized Users in accordance with the terms and conditions herein and all applicable laws.
(b) Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Your Authorized Users may only access and use the Services using the access credentials provided to them by us. You shall not at any time, directly or indirectly, permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Zenoti Materials (as defined in Section17), in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Zenoti Materials; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Zenoti Materials; or (v) use the Services or Zenoti Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. You will be fully responsible for (i)all acts and omissions by Authorized Users and (ii) any unauthorized access or use of the Services or access credentials to the Services.
(c) Subcontractors. Zenoti may from time to time in its discretion engage third party subcontractors. to perform Services.
(d) Service Levels. Subject to the terms and conditions of this Agreement, Zenoti will make the Services Available at least ninety-nine and nine tenths percent (99.9%) of the time as measured over the course of each calendar month during the Term, excluding unavailability as a result of any of the Exceptions. “Available” means the Services are available for access and use you and your Authorized Users over the Internet and operating in material accordance with the specifications. “Exceptions” means any: (i)act or omission by you or your Authorized User, or use of your Authorized Users’ access credentials, that does not strictly comply with this Agreement and the specifications;(ii) a delay or failure of performance by you; (iii) your Authorized User’s Internet connectivity; (iv) Force Majeure Event (defined in Section 23);(v) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Zenoti pursuant to this Agreement; (vi) Scheduled Downtime (defined in Section 2(d)(i));or (vii), suspension or termination of the Services pursuant to Section 15(c).
(i) Scheduled Downtime. Zenoti will: (a) schedule downtime for routine maintenance of the Services between the hours of 10:00 p.m. and 6:00 a.m., local time at your Fantastic Sams® branded salon; and (b) give you at least eight (8)hours prior notice of all scheduled outages of the Services (“Scheduled Downtime”) via the Services.
(ii) Service Support. The Services include Zenoti’s standard customer support services in accordance with the Services terms then in effect and as may be amended by Zenoti from time to time in its sole discretion.
You will pay Zenoti directly the recurring fees and charges (collectively, “Fees”) set forth in the cover page of this Agreement. Zenoti will, in advance of the provision of Services, submit a monthly or annual invoice to you (at your option) for payment of applicable Fees and will automatically charge the credit card set forth on the cover page of this Agreement at least fifteen (15) days after the date of such invoice. All Fees and other amounts payable by you under the Agreement are exclusive of taxes, levies, duties and similar assessments imposed by applicable taxing authorities.
All Fees and other amounts payable by you under this Agreement are exclusive of taxes, levies, duties and similar assessments imposed by applicable taxing authorities. Without limiting the foregoing, You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government or regulatory authority on any amounts payable by You hereunder, other than any taxes imposed on Zenoti’s income.
After the first anniversary of the Term Start Date set forth on the cover page of this Agreement, Zenoti may, no more than once every year, increase the Fees by up to 2.5% on a non-cumulative basis by providing written notice to you at least sixty (60) days prior to the effective date of the Fee change(s).
You must provide Zenoti with complete and accurate billing and contact information. This information includes your account name and number, billing address, postal or zip code, telephone number and any other billing information required by Zenoti for automatic billing. You will update this information within fifteen (15) days of any change to it.
If Zenoti is unable to collect funds when due under the Agreement then, in addition to all other remedies that may be available, Zenoti may charge interest on the past due amount at the rate of one and a half percent (1.5%) per month or, if lower, the highest rate permitted under applicable law. You will also reimburse Zenoti for all reasonable costs incurred by Zenoti in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. If your failure to timely pay continues for thirty (30) days following written notice thereof (which may be by email or other electronic means), Zenoti may suspend the Services automatically until all past due amounts have been paid. Additionally, Zenoti will promptly notify FSFC of any late payments and of Zenoti’s suspension of the Services for non-payment of the Fees.
All amounts payable to Zenoti under the Agreement shall be paid by you in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law or the Agreement).
If you believe any Fees invoice or charge has been issued in error, you must endeavor to provide Zenoti with written notice detailing the error and disputed amount (“Dispute Notice”) within thirty (30)days of your receipt of the invoice or charge. A Dispute Notice does not relieve you of your obligation to pay the amount in dispute. If Zenoti, in its reasonable discretion, determines the invoice or charge was issued in error, Zenoti will refund the disputed amount, or apply the disputed amount as credit towards future Fees or other amounts payable pursuant to the Agreement.
(a) Zenoti Indemnification. Zenoti shall indemnify, defend, and hold harmless you and your officers, directors, employees, agents, successors, and assigns (each, an “Indemnitee”) from and against any and all Losses incurred by an Indemnitee resulting from any Action by a third party (other than an Affiliate of an Indemnitee)that your use of the Services (excluding Customer Data and third-party materials)in accordance with this Agreement (including the Zenoti Materials) infringes or misappropriates such third party’s intellectual property rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from:
(i) third-party materials or FS Location Data;
(ii) access to or use of the Zenoti Materials in combination with any hardware, system, software, network, or other materials or service not provided by Zenoti or specified for your use in the Zenoti Materials;
(iii) modification of the Zenoti Materials other than: (x) by or on behalf of Zenoti; or (y) with Zenoti’s written approval in accordance with Zenoti’s written specification;
(iv) failure to timely implement any updates made available to you by or on behalf of Zenoti; or
(v) act, omission, or other matter described in Section 10(b)(i),Section 10(b)(ii), Section 10(b)(iii), or Section 10(b)(iv),whether or not the same results in any action against or Losses by any Zenoti Indemnitee.
EXCEPT FOR THE INDEMNIFICATION OBLIGATION IN THIS SECTION 10(a) AND THE REMEDIES SET FORTH IN SECTION 17, YOU AGREE THAT ZENOTI SHALL HAVE NO DIRECT LIABILITY OR OBLIGATIONS TO YOU FOR ANY CLAIMS ARISING OUT OF THE AGREEMENT.
(b) Your Indemnification. You shall indemnify, defend, and hold harmless Zenoti and its subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Zenoti Indemnitee”) from and against any and all Losses incurred by such Zenoti Indemnitee resulting from any Action by a third party (other than an Affiliate of a Zenoti Indemnitee) that arise out of or result from, or are alleged to arise out of or result from:
(i) FS Location Data, including any processing (as defined in applicable privacy laws) of FS Location Data by or on behalf of Zenoti in accordance with this Agreement;
(ii) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of you or any Authorized User, including Zenoti’s compliance with any specifications or directions provided by or on behalf of you or any Authorized User to the extent prepared without any contribution by Zenoti;
(iii) allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants, or obligations under this Agreement;
(iv) use of the Services by you or an Authorized User not authorized or in accordance with this Agreement; or
(v) gross negligence or more culpable act or omission (including recklessness or willful misconduct) by you, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.
(c) Definitions. As used in this Section 10:
(i) “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
(ii) “Affiliate” means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “control”(including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a person.
(iii) “Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
(a) You acknowledge and agree that FSFC will own all such FS Location Data. Pursuant to the MSA and for purposes of this Agreement, FSFC grants you a non-exclusive, non-sublicensable, non-transferable (except in compliance with the applicable franchise agreement between you and FSFC) right to access and use the FS Location Data. “FS Location Data” means information, data, and other content, in any form or medium, that is collected, downloaded, entered into or otherwise received, directly or indirectly, by you through the Services, or that incorporates or is derived from the processing of such information, data, or content by or through the Services provided to you including, without limitation, (i) data collected, stored, transmitted, or processed through your point of sale system and payment processing equipment and/or Zenoti’s technology platforms pursuant to your use of the Services; (ii) any data related to your Authorized User; and (iii) data related to the customers of your Fantastic Sams® branded salon. For the avoidance of doubt, FS Location Data does not include data that belongs to Zenoti or any third-party. As the owner of the FS Location Data, FSFC will have perpetual, unlimited, irrevocable and royalty-free license to use modify, adapt, enhance, reproduce, create derivative works from and/or other improvements, import, export, perform, display, execute, transmit and distribute such FS Location Data in any manner it deems fit, subject to applicable law.
(b) DATA LIMITATIONS. ZENOTI SHALL HAVE NO OBLIGATIONS WITH RESPECT TO (I) FS LOCATION DATA, INCLUDING ITS ACCURACY, QUALITY, LEGALITY, CONTENT, AND USAGE BY YOU OR AUTHORIZED USERS; (II) INFORMATION, INSTRUCTIONS, AND MATERIALS PROVIDED BY OR ON BEHALF OF YOUOR AUTHORIZED USERS IN CONNECTION WITH THE FS LOCATION DATA; OR (III) ANY BREACH OF PRIVACY REGULATIONS IN RELATION TO PERSONALLY IDENTIFIABLE INFORMATION RESULTING FROM USE OR UNAUTHORIZED DISCLOSURE OF FS LOCATION DATABY YOU OR AN AUTHORIZED USER.
You acknowledge and agree that all rights, title, and interest in and to the Zenoti Materials (as defined in Section 17, below), including all intellectual property rights therein, are and will remain with Zenoti (as the sole and exclusive owner thereof), subject to any applicable rights, title, and interests of the third-party providers of any third-party materials embedded in or provided in connection with the Zenoti Materials. You further acknowledge and agree that the Services (and all components thereof and information contained therein, except FS Location Data) are trade secrets of Zenoti or its affiliates. All Services (including any software contained therein) are licensed, not sold, by Zenoti to you, and nothing in this Agreement shall be interpreted or construed as a sale or purchase of such Services, any components thereof or data contained therein.
You will not (i) disclose any Confidential Information to any third-party; (ii) not access or use Confidential Information other than as necessary to exercise your rights or perform your obligations under this Agreement; and (iii) will not make unauthorized copies of any portion of the Confidential Information disclosed or recorded in written or other tangible form; and (iv) will adopt and implement all reasonable procedures to prevent unauthorized use or disclosure of or access to the Confidential Information. “Confidential Information” means any information in any form or medium (whether oral, written, electronic, or other)that is designated by Zenoti as confidential or that reasonably should be understood to be confidential, including information consisting of or relating to Zenoti’s technology, technical information, trade secrets, know-how, business operations, business, product and marketing plans, designs, strategies, business process, customers, and pricing, and information with respect to which Zenoti has contractual or other confidentiality obligations. Confidential Information does not include any information that (a) generally known by the public other than by your breach of confidentiality obligations hereunder; (b) was or is received by the you on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (c) was or is independently developed by you without reference to or use of any Confidential Information. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that you first give written notice to Zenoti and make a reasonable effort to obtain a protective order.
(a) Zenoti Rights. All right, title, and interest in and to the Services and Zenoti Materials, Confidential Information, and third-party materials are and will remain with Zenoti and the respective rights holders in the third-party materials. Zenoti reserves the right, in its sole discretion, to make any changes to the Services and Zenoti Materials that it deems necessary or useful to: (i) maintain or enhance: (x) the quality or delivery of Zenoti’s service to its customers; (y) the competitive strength of or market for Zenoti’s services; or (z) the Services’ cost efficiency or performance; or (ii) to comply with applicable law.
(b) FSFC Rights. Within thirty (30) days of the execution of the Agreement, Zenoti shall provide a copy of this Agreement to FSFC. Neither Zenoti nor you may modify this Agreement without FSFC’s prior written approval, which FSFC may withhold in its sole discretion. FSFC is a third-party beneficiary only with respect to its rights to FS Location Data under Section 11 of this Agreement.
(a) Term. The term of the Agreement will commence on the Term Start Date set forth on the cover page of this Agreement, and, subject to sooner termination as provided herein, shall expire on the first anniversary of the Term Start Date; provided, that the term of the Agreement will automatically renew for successive periods of 12 months on each anniversary of the Term Start Date, unless Zenoti or you provides the other party written notice of non-renewal at least 90 days prior to the expiration of the then-current term.
(b) Termination. The Agreement will automatically terminate upon the earlier of (i) the expiration or termination of the applicable franchise agreement between you and FSFC, or (ii) upon the expiration or termination of the MSA.
(c) Suspension or Termination of Services. Zenoti may, directly or indirectly, and by use of any lawful means, suspend, terminate, or otherwise deny you or any Authorized User access to all or any part of the Services or Zenoti Materials, without incurring any resulting obligation or liability, if: (a) Zenoti receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Zenoti to do so; (b) Zenoti believes, in its good faith and reasonable discretion, that (i) you or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights expressly granted under this Agreement or in any manner that does not comply with any material instruction or requirement of Zenoti; (ii) you or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (c) this Agreement expires or is terminated. This Section 15(c) does not limit any of Zenoti’s other rights or remedies, whether at law, inequity, or under this Agreement. Notwithstanding anything to the contrary, Zenoti will promptly notify FSFC of its suspension and/or termination of the Services.
(a) Your Warranties. You represent, warrant, and covenant to Zenoti that (i) your Authorized Users are18 years of age or older and (ii) you will have the necessary rights and consents in and relating to the FS Location Data so that, as received by Zenoti and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any third-party intellectual property rights, or any privacy or other rights of any third party or violate any applicable laws.
(b) ZENOTI DISCLAIMER OF WARRANTIES. ALL SERVICES ARE PROVIDED “AS IS” AND AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZENOTI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, AND EXCEPT ASEXPRESSLY SET FORTH HEREIN, ZENOTI DOES NOT MAKES ANY WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, OR FS LOCATION DATA WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTYOF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. THE SERVICES DO NOT REPLACE THE NEEDFOR YOU TO MAINTAIN REGULAR DATA BACKUPS OR REDUNDANT DATA ARCHIVES. ZENOTI HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF FS LOCATION DATA.
If any of the Services or other proprietary materials provided by Zenoti (“Zenoti Materials”) are, or in Zenoti’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property right, or if your or your Authorized Users’ use of the Services or Zenoti Materials is enjoined or threatened to be enjoined, Zenoti shall, at its option and sole cost and expense: (a) obtain the right for you and your Authorized Users to continue to use the Services and Zenoti Materials as contemplated by this Agreement; (b) modify or replace the Services and Zenoti Materials, in whole or in part, to seek to make the Services and Zenoti Materials (as so modified or replaced) non-infringing, while providing equivalent features and functionality, in which case such modifications or replacements will constitute the Services and Zenoti Materials, as applicable, under this Agreement; or (c) upon advance written notice to you, terminate this Agreement with respect to all or part of the Services and Zenoti Materials, and require you to cease any use of the Services and Zenoti Materials or any specified part or feature thereof. THE INDEMNIFICATION OBLIGATION IN SECTION 10(a) AND THIS SECTION 17 SETS FORTH YOUR SOLE REMEDIES AND ZENOTI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SUBSCRIPTION SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT OF GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISEDOF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WEREOTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR (a) YOUR INDEMNIFICATION OBLIGATIONS; (b) PERSONAL INJURY, SICKNESSOR DEATH; OR (c) YOUR PAYMENT OBLIGATIONS FOR UNDISPUTED FEES, IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE GREATEROF (i) ONE THOUSAND DOLLARS ($1,000.00) OR (ii) THE TOTAL AMOUNTS PAID TO ZENOTI UNDER THIS AGREEMENT FOR THE SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
The Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
The relationship between you and Zenoti is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between you, and Zenoti and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
You shall not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use any Zenoti Materials without the prior written consent of Zenoti, provided, however, that Zenoti may, without your consent, include your name and other indicia in its customer lists and promotional and marketing materials.
In no event will either party be liable or responsible to the other party, or be deemed to have 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 any circumstances beyond Zenoti’s reasonable control (a “Force Majeure Event”), including acts of God, pandemic, epidemic, government shutdown, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement by written notice if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more. However, notwithstanding the aforesaid, you will not be entitled to claim a Force Majeure Event to excused performance of monetary obligations as and when such obligations fall due and have accrued to Zenoti under the terms of this Agreement.
You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Zenoti’s prior written consent. No assignment, delegation, or transfer will relieve you of any of your obligations or performance under this Agreement.
If any action or proceeding shall be commenced to enforce or interpret this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable attorneys’ fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding and any negotiations to avoid such action or proceeding.
The provisions and any rights or obligations of the parties in this Agreement that, by their nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.
In case any provision of the Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
The Agreement and the applicable terms and conditions of the MSA constitute the entire agreement between you and Zenoti concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto.
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