This Customer Agreement for Bacon’s Platform and Service (“Customer Agreement”) sets out the legal terms of the relationship between Bacon Work, Inc. (“Bacon”) and the entity or person (“Customer”) that registered to use the Bacon Platform and Service. Bacon provides an on-demand service (the “Service”) that helps Customers offer short-term jobs to a network of geographically distributed independent contractors.
By using the Service, and the Bacon Platform in connection with the Service, you represent that (1) you have read, understand, and agree to be bound by this Agreement, and (2) you have the authority to enter into this Agreement on behalf of Customer.
WHEREAS, Bacon provides a service that allows its customers to connect with Bacon’s network of independent contractors (each, a “Contractor”) and enter into arrangements with one or more such Contractors for the performance of services; and
WHEREAS, Customer desires to have access to Bacon’s service on the terms set out in this Agreement.
THEREFORE, in consideration of the promises set out herein, the parties hereby agree as follows:
1. DEFINED OF TERMS
An index of defined terms used in this Agreement is set out in Section 21.
2. DESCRIPTION OF SERVICES
A. Under this Agreement, Bacon provides a technology platform and related services through which customers and Contractors can enter into arrangements for the performance of services for customers. The platform and related services are aimed at facilitating the formation of contracts between customers and Contractors. As used in this Agreement, the “Services” means all of the services provided by Bacon to Customer as described generally in this Section.
B. A core element of Bacon’s technology platform is a software application that Bacon provides to its customers and Contractors. As used in this Agreement, the “Application” means the software used by Bacon (including the software application that Bacon provides to Customer) in connection with the Services.
C. Through the Application, Customer may from time to time submit a request for services to Bacon (a “Service Request”), which shall include (i) a description of the services to be provided by one or more Contractors; (ii) special Contractor qualifications, if any; (iii) the deliverables to be provided, including a description of any expected work product and the criteria determining completion of the job (the “Deliverables”); (iv) the date by which the services must be completed; and (v) the compensation to be paid to the Contractor for completion of the services (the “Contractor Payment”). Customer agrees that all information provided in a Service Request will be accurate, current, and truthful. Bacon reserves the right to reject any Service Request for any reason, including but not limited to ambiguity, missing elements, or inconsistency with Bacon’s business interests or the integrity of the Application.
D. If Bacon does not reject the Customer Request, it will pass along the Service Request to one or more Contractors for possible acceptance. Bacon can not guarantee acceptance of the Service Request.
E. Through the Application, Customer may reach an agreement with one or more Contractors to perform the services, including such other terms in addition to, and not inconsistent with, those specified in the Service Request. Customer shall not make any change to the Deliverables or the Contractor Payment indicated in the Service Request, except by amendment of the Service Request through the Application.
F. If Customer and a Contractor reach agreement and Customer retains the Contractor to perform the services, the Service Request as applied to that Contractor will become a “Service Engagement”.
G. Bacon reserves the right to modify, discontinue, temporarily or permanently, the Application and/or the Service or any part thereof with or without notice.
3. LICENSE GRANT AND RESTRICTIONS
A. Subject to the terms of this Agreement and any applicable payments, Bacon grants Customer a personal, limited, non-exclusive, non-transferable license, so long as this Agreement remains in effect, to access and use the Application and the Services, solely for the purposes described herein, consistent with any description of the Services published by Bacon.
B. Except as expressly permitted herein or by applicable law, Customer shall not (and shall not allow any third party to) do any of the following: (i) license, sublicense, copy, assign, loan, sell, resell, republish, upload, post, transfer, distribute, or commercially exploit to any third party the Application or the Services; (ii) modify or create derivative works based on the Application; (iii) decompile, disassemble, or reverse engineer the Application; (v) interfere with the proper working of the Services or prevent access to or use of the Services by other licensees or customers; or (vi) use the Application or the Services except as contemplated by this Agreement.
4. COMPLETION OF DELIVERABLES
A. All Deliverables specified in a Service Engagement must be possible for completion in one day, unless the Contractor consents to a longer time period and Bacon is notified in advance. A Service Engagement may provide for separate Deliverables associated with more than one Contractor Payment.
B. Bacon shall be entitled to payment of all fees associated with a Service Engagement (or a portion thereof if the Service Engagement contemplates more than one Contractor Payment) immediately upon completion of the relevant Deliverables. A method for verifying completion will be provided in the Application. Customer agrees to accept Deliverables when they have been completed to a reasonable standard within two (2) hours after completion.
C. A Service Engagement may be canceled at any time by Customer at any time prior to commencement of performance, but any cancellation without at least twelve (12) hours’ notice to the Contractor and Bacon will be subject to a cancellation fee.
D. Customer shall defend, indemnify, and hold harmless Bacon from and against any and all liabilities and expenses arising out of or related to any claim by a Contractor that Customer has improperly withheld acceptance of any Deliverable or payment thereon.
5. FEES
A. Upon completion of the Deliverables associated with a Service Engagement (or a portion thereof if the Service Engagement contemplates more than one Contractor Payment), Customer shall pay to Bacon an amount equal to (i) the Customer Payment, plus a service fee (the “Service Fee”) equal to forty percent (40%) of the Customer Payment. Bacon will pass along the Customer Payment to the Contractor in accordance with the agreement between Bacon and the Contractor. The Service Fee is for creating, hosting, administering, maintaining, and providing access to the Application and for providing related services, and it is independent of the services provided by the Contractor.
B. Bacon shall defend, indemnify, and hold harmless Customer from and against any and all liabilities and expenses arising out of or related to any claim by a Contractor that Bacon has improperly failed to pay any relevant Contractor Payment in accordance with the agreement between Bacon and the Contractor; provided that Customer has paid the Customer Payment and the Service Fee to Bacon in a timely manner accordance with this Agreement.
C. Bacon may bill Customer at the end of each day for services provided by Contractors and accepted by Customer in accordance with this Agreement. Customer shall provide for payments to be made by a valid credit card or debit card acceptable to Bacon to cover an electronic debit of the fees to obtain access to the Services. Different payment arrangements may be made when appropriate.
D. Bacon’s fees do not include any taxes, levies, duties, or similar governmental assessments of any kind, including but not limited to value-added, sales, use, or withholding taxes, accessible by any local, state, provincial, federal, or foreign jurisdiction. Customer is responsible for payment of all taxes, duties, and government assessments associated with its purchases under this Agreement. If Bacon is legally obligated to pay or collect any taxes, duties, or other governmental assessment for which Customer is responsible under this section, Customer shall reimburse Bacon for such amounts promptly.
E. All amounts paid after the due date will be assessed a late payment charge of one and a half percent (1.5%) per month, and Customer shall be responsible for any costs of collection, including legal fees. If the late payment charge is deemed to be interest that exceeds the maximum permitted by law, the charge shall be reduced to the maximum permitted.
6. USER ACCOUNT, PASSWORD, AND SECURITY
A. As a condition of using the Service, Customer agrees to: (i) provide accurate, current, and complete information about Customer and its designated representative as prompted by the Service’s registration form, (ii) provide accurate, current, and complete billing information for Customer’s account, and (iii) maintain and promptly update the registration and billing data to keep it accurate, current and complete.
B. Customer will receive a password and account designation upon completing the Service’s registration process. Customer is responsible for maintaining the confidentiality of the password and account and is fully responsible for all activities that occur under Customer’s password or account.
7. RELATIONSHIPS
A. Under this Agreement (and Bacon’s service agreement with Contractors), Bacon provides services to both customers and Contractors, including providing a technology platform, aimed at facilitating the formation of contracts between customers and Contractors. A Service Request posted by Customer does not create an agreement. If Customer and a Contractor agree on terms and establish a Service Engagement, a contract is formed directly between Customer and the Contractor.
B. BACON’S SERVICES MAY BE USED ONLY FOR ENTERING INTO SERVICE ARRANGEMENTS UNDER INDEPENDENT CONTRACTOR RELATIONSHIPS. Customer is solely responsible for assuring that the services requested under a Service Request, and the performance of those services by each Contractor engaged by Customer, satisfy all of the requirements and conditions of an independent contractor relationship, and Customer assumes all liability for the proper classification of the Contractor based upon applicable legal guidelines. By posting a Service Request, entering into a Service Engagement, or allowing a Contractor to perform services in conjunction with the Services, Customer represents and warrants to Bacon that Customer has properly classified the Contractor as an independent contractor.
C. Bacon will not provide any Contractor with any training or any equipment or materials needed for fulfillment of any Service Engagement. Bacon will not deduct any amounts for withholding, unemployment, Social Security, or other taxes in connection with any Contractor Payment. Customer acknowledges and agrees that Bacon will not in any way supervise, direct, or control any Contractor’s work.
D. Customer shall not require any exclusive relationship between Customer and any Contractor.
E. Customer is solely responsible for the workplace environment and for any liabilities arising out of the workplace conduct of Contractors or others.
F. For safety reasons, Bacon may provide a background check pertaining to a Contractor, but the parties acknowledge and agree that such a background check will not be performed by Bacon directly, and Bacon shall not have any liability for any omission or error in such a background check.
G. BACON DOES NOT MAKE ANY REPRESENTATION OR WARRANTY RELATING TO THE QUALIFICATIONS, PHYSICAL CAPABILITIES, MENTAL STABILITY, HISTORY, OR CRIMINAL RECORD OF ANY CONTRACTOR.
H. The parties agree that there exists no partnership or agency relationship between Bacon and any Contractor. The Contractor does not have authority to enter into any written or oral agreement, whether express or implied, on behalf of Bacon.
I. Neither of the parties to this Agreement and none of the parties’ agents, employees, representatives, or independent contractors shall (i) be considered an agent, employee, or representative of the other party for any purpose whatsoever, (ii) have any authority to make any agreement or commitment for the other party or to incur liability or obligation in the other party’s name or on its behalf, or (iii) represent to third parties that either of them has any right to bind the other party. Nothing contained in this Agreement shall be construed or interpreted as creating an agency, partnership, or joint venture relationship between the parties.
8. ADDITIONAL TERMS AND SERVICES
A. Certain features of the Application may be subject to additional terms, conditions, or registration requirements. Any violation of such terms, conditions, or registration requirements will constitute a breach of this Agreement.
B. Bacon may offer services, features, products, and applications in addition to the Application and the Services. If Customer elects to use such services, Customer will be required to accept additional terms and conditions governing such services, and separate fees may apply.
9. INFORMATION AND FEEDBACK
A. Customer acknowledges that in accessing the Services, Customer may upload or enter certain data from Customer’s account(s) such as names, addresses, phone numbers, purchases, and sales, among others, to the Internet. Customer hereby grants Bacon permission to use information about Customer’s business and usage experience to enable Bacon to provide the Services to Customer, including updating and maintaining Customer’s data, addressing errors or service interruptions, and to enhance the types of data and services Bacon may provide to Customer in the future. Customer also grants Bacon permission to combine Customer’s business data, if any, with that of others in a way that does not identify Customer or any individual to improve services, to create, market, or promote new Bacon offerings to Customer and others and to use such combined data to create, market, or promote new Bacon offerings.
B. Customer acknowledges that all metadata and other information generated or submitted to Bacon by Customer and Contractors in connection with the Application and the Services are owned by Bacon.
C. Bacon may provide Customer with a mechanism to provide feedback, suggestions, and ideas, if Customer chooses, about its services (“Feedback”). Customer agrees that Bacon may, in its sole discretion, use the Feedback in any way, including in future modifications to the Application and/or the Services and in multimedia works, advertising, marketing, and promotional materials relating to the Services. Customer hereby grants to Bacon a perpetual, worldwide, fully transferable, sublicensable (through multiple tiers), non-revocable, fully paid up, royalty free license to use, modify, create derivative works from, distribute, display, and otherwise exploit any information Customer provides to Bacon in Feedback.
10. PRIVACY POLICY
For details about Bacon’s privacy policies, please refer to the Privacy Statement contained in the Services. Customer agrees to be bound by the applicable Bacon privacy policy, as amended from time to time, in accordance with its terms.
11. GENERAL PRACTICES
Customer acknowledges and agrees that Bacon may establish general practices and limits concerning use of the Service. Bacon reserves the right to log off accounts that are not active for an extended period of time. Bacon shall have no responsibility or liability for the deletion or failure to store any data or other information or materials maintained or transmitted by the Service. Such general practices and limits may be changed by Bacon at any time, in its sole discretion, with or without notice.
12. CONFIDENTIALITY
A. In connection with the Services, each of the parties (as “Disclosing Party”) may disclose to the other party (as “Receiving Party”) or give the other party (as “Receiving Party”) access to certain trade secrets and other confidential information and know-how related to its business and its products or services in connection with the Services. Use of confidential information “in connection with the Services” means and is limited to such use of confidential information as may be necessary or appropriate solely for purposes of providing or using the services and performing a party’s obligations or exercising a party’s rights under this Agreement. As used in this Agreement, “confidential information” means and includes all information related to the Disclosing Party’s business, products, or services that is not publicly known; provided, however, that this Agreement does not prohibit the use or disclosure of information that (i) is required by law to be used or disclosed, but only to the extent that such use or disclosure is legally required, (ii) is already known to the Receiving Party, and not subject to any obligation of confidentiality, at the time the information is received from the Disclosing Party; (iii) becomes a part of the public knowledge other than by a breach of this Agreement or other wrongful act of the Receiving Party, or (iv) is rightfully received by the Receiving Party, without restriction, from a third party who is not obligated to keep the information confidential.
B. The Receiving Party shall not disclose, copy, or permit any person to copy any of the Disclosing Party’s confidential information for any reason, except for such limited disclosure to employees and professional advisors as may be appropriate in connection with the Services. The Receiving Party shall not use any of the Disclosing Party’s confidential information except in connection with the Services. Nothing in this Agreement, and no disclosure of confidential information by either party shall be deemed, either expressly or by implication, to convey any right or license of any kind to the Receiving Party.
C. Notwithstanding the foregoing, Customer acknowledges and agrees that some of the information that it provides in Service Requests will be sent to Contractors who will need the information to respond. By submitting a Service Request, Customer expressly consents to have details thereof sent to Contractors that provide like or similar services.
13. RESERVATION OF RIGHTS AND OWNERSHIP
A. The Application and the Services are licensed and not sold. Bacon reserves all rights not expressly granted to Customer in this Agreement. The Application and the Services are protected by copyright, trade secret, and other intellectual property laws. Bacon and its licensors, where applicable, own all right, title, and interest in and to the Application and the Services (and all intellectual property rights therein), including but not limited to its technology, content, derivatives, and modifications of the Services by whosoever made.
B. Bacon does not grant any license or other authorization to Customer to use any of Bacon’s branding, name, trademarks, service marks, or logos.
14. NO WARRANTIES
A. THE APPLICATION AND THE SERVICES ARE PROVIDED “AS IS” AND “AS-AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, BACON DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Bacon does not warrant the accuracy, reliability, completeness, usefulness, or quality of any content included in the Services. Bacon does not warrant that the Services are secure, free from bugs, interruption, or errors, or that the Services will meet Customer’s requirements.
B. Bacon does not guarantee a match between a Service Request and a Contractor who is willing to fulfill the Service Request at the time and place requested.
C. Customer is solely responsible for the selection of a Contractor who is appropriate to fulfill any service need, and for the arrangement under which services are provided for Customer. Bacon is not liable for the action or inaction of any Contractor in connection with any Service Engagement and the performance of services (or failure to perform services) thereunder. Bacon does not guarantee or warrant the Contractor’s performance of any Service Engagement or the outcome or quality of any Deliverables.
D. Bacon shall have no liability to Customer or any third party for any modification, suspension, or discontinuance of the Application or the Services or any part thereof.
15. LIMITATION OF LIABILITY AND DAMAGES
A. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE ENTIRE CUMULATIVE LIABILITY OF BACON AND CUSTOMER’S EXCLUSIVE REMEDY FOR ALL MATTERS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY AND/OR DUE FROM CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
B. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, BACON SHALL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (ii) DAMAGES RELATING TO TELECOMMUNICATIONS FAILURES, INTERNET AND ELECTRONIC COMMUNICATIONS FAILURES, DELAYS OR LIMITATIONS, LOSS, CORRUPTION, SECURITY, OR THEFT OF DATA, VIRUSES, SPYWARE; OR (iii) LOSS OF BUSINESS REVENUE, PROFITS OR INVESTMENT, ARISING OUT OF OR RELATED IN ANY WAY TO THE SERVICES, WHETHER BASED IN TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. INDEMNIFICATION
Customer shall defend, indemnify, and hold harmless Bacon and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses, including attorneys’ fees, arising from or related to (i) a breach by Customer of any representation, warranty, covenant, or obligation in this Agreement; (ii) any intentional or negligent act or omission committed by Customer in connection with the performance of this Agreement or related to any Contractor; (iii) Customer’s violation of any law; (iv) any physical injury or death occurring at Customer’s place of business; (v) any claim that a Contractor was misclassified as an independent contractor; (vi) any claim that Bacon is or was an employer or joint-employer of a Contractor; (vii) any claims under employment laws, including laws related to employment termination, employment discrimination, harassment, workplace safety, and any claims for overtime pay, sick leave, holiday or vacation pay, or any other employee benefits; and (viii) any claim related to Contractor’s driving and/or delivery services. Bacon makes no representations or warranties regarding Contractors’ ability to legally drive in the United States. Bacon makes no representations or warranties regarding Contractors’ motor vehicle record.
17. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY
Customer agrees that Bacon may send notices and other communications to Customer by email and/or may make communications available to Customer by posting them on the Application or on Bacon’s website. Customer consents to receive such communications electronically. Customer shall notify Bacon promptly of any change in Customer’s email address or other registration data.
18. MODIFICATION AND AMENDMENT
Except as provided in the Arbitration Agreement, Bacon may change this Agreement from time to time, effective upon posting of the modified Agreement on its website or through the Application. Bacon may also notify Customer of the change by email or other electronic communication. Customer is responsible to review the Agreement periodically for changes. Except as provided in the Arbitration Agreement, Bacon has the right to change, delete, discontinue, or impose conditions on any features or aspect of the Services, including but not limited to pricing, technical support options, and other product-related policies. Customer’s continued use of the Services after Bacon’s publication of any changes shall constitute Customer’s acceptance of the changes.
19. TERMINATION
Either party may terminate this Agreement without cause at any time, effective upon notice to the other party; provided, however, that termination of this Agreement will not relieve either party of its obligations related to any Service Engagement that has been entered into prior to the time of cancellation. Sections 5 (Fees), 9 (Information and Feedback), 12 (Confidentiality), 13 (Reservation of Rights and Ownership), 14 (No Warranties), 15 (Limitation of Liability and Damages), 16 (Indemnification) 17 (Consent to Conduct Business Electronically), and 20 (Miscellaneous, including without limitation, the Arbitration Agreement in 20(B)) shall survive any termination of this Agreement. Bacon shall have the right to terminate Customer’s password, account (or any part thereof), or use of the Service, at any time in its sole discretion, with or without cause and with or without prior notice. Bacon shall not be liable to Customer or any third party for any termination of Customer’s access to the Service.
20. MISCELLANEOUS
A. Except for the Arbitration Agreement in Section 20(B) below, which is governed by the Federal Arbitration Act, this Agreement shall be governed by and construed in accordance with Utah law, without regard to its rules regarding conflicts of law. Each of the parties consents to the jurisdiction of the courts located in the state of Utah with respect to any non-arbitrable matters arising out of or relating to this Agreement.
B. “Arbitration Agreement”. Except as otherwise provided in this Arbitration Agreement, any controversy or claim, past, present, or future, arising out of or relating to the relationship between Bacon and Customer, and/or arising out of or related to this Agreement or the breach of this Agreement (including without limitation, Services, the Application, the Service Request, Service Engagement, Deliverables, and Contractor Payment), shall be settled by final and binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which are available at the AAA website (www.adr.org); provided, however, if there is a conflict between this Arbitration Agreement and the AAA Rules, this Arbitration Agreement shall control. Bacon and Customer (and any individuals in privity with Customer) agree that this Arbitration Agreement applies, without limitation, to claims Bacon may have against Customer and/or claims Customer may have against Bacon, and/or its parents, subsidiaries, affiliates, employees and agents. All such claims will be resolved by individual arbitration in final and binding arbitration and not by a judge or jury. Except with respect to the Class Action Waiver below, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the validity, applicability, enforceability, unconscionability, or waiver of this Arbitration Agreement, including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) and evidences a transaction involving commerce. If a court determines the FAA does not apply, Bacon and Customer agree the Utah Uniform Arbitration Act will apply. The arbitrator will issue an award by written opinion within thirty (30) days from the date the arbitration hearing concludes or the posthearing briefs (if requested) are received, whichever is later. The opinion will be in writing and include the factual and legal basis for the award. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's award. Customer and Bacon agree to bring any claim or dispute on an individual basis only, and not as a consolidate, class, or collective action, and there will be no right or authority for any claim or dispute to be brought, heard or arbitrated as a consolidated, class, or collective action ("Class Action Waiver"). Regardless of anything else in this Arbitration Agreement and/or the AAA Rules, any dispute relating to the interpretation, applicability, enforceability, or waiver of the Class Action Waiver may only be determined by a court and not an arbitrator. This Arbitration Agreement does not apply to any claim or dispute that an applicable federal statute expressly states cannot be arbitrated. Additionally, the parties agree that arbitration will not afford an adequate remedy in connection with any violation of a party’s rights pertaining to any patent, copyright, trade secret, trademark, service mark, or other intellectual property, and the parties shall have the right to seek an injunction or other appropriate relief to restrain or remedy any such violation in any court having jurisdiction. Any such action shall not be a waiver of any right to arbitrate claims covered by this Arbitration Agreement. Subject to applicable law, the place of arbitration shall be Salt Lake City, Utah, and judgment upon the award of the arbitrator may be entered in any court having jurisdiction. Before filing a claim for arbitration, Customer and Bacon agree first to inform the other party of the complaint, including sufficient information to allow the party to evaluate the complaint, and afford the party at least sixty (60) days from its receipt of such information to resolve the matter informally. Unless prohibited by applicable law, as determined by the arbitrator, in no event shall any claim, action, or proceeding by either party related in any way to the Application and/or the Services be instituted more than one (1) year after the claim arose. Both Bacon and Customer may file dispositive motions, including without limitation a motion to dismiss and/or a motion for summary judgment, which shall be governed by the Federal Rules of Civil Procedure. Bacon and Customer will each be responsible for their respective filing fees in accordance with applicable law and the AAA Rules. Bacon and Customer shall equally split all other fees and costs of the arbitrator. Bacon and Customer agree that each is responsible for its own attorneys’ fees incurred in any arbitration proceeding, subject to the arbitrator’s authority to award attorneys’ fees, costs or other remedies in accordance with applicable law and the Agreement. In the event applicable law, as determined by the arbitrator, requires a different allocation of arbitral fees and costs in order for this Arbitration Agreement to be enforceable, then such law will be followed. Bacon’s parents, subsidiaries, affiliates, employees and agents are direct or third-party beneficiaries to this Arbitration Agreement and may enforce this Arbitration Agreement. If any provision of this Arbitration Agreement is adjudged to be invalid, unenforceable, unconscionable, void or voidable, in whole or in part, such adjudication will not affect the validity of the remainder of the Arbitration Agreement. Notwithstanding any contrary language in the Agreement, this Arbitration Agreement may not be modified or terminated absent a writing signed by both Customer and Bacon stating an intent to modify or terminate this Arbitration Agreement.
C. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter, and it supersedes any and all written or oral agreements previously existing between the parties with respect to such subject matter. Except for changes by Bacon as provided herein, no modification or amendment of this Agreement shall be binding unless executed in writing by both parties. No waiver shall be effective unless it is in writing and signed by the party against whom enforcement is sought.
D. This Agreement may not be assigned by either party without the prior written consent of the other.
E. If any of the provisions of this Agreement are held by a court or other tribunal having jurisdiction to be unenforceable, the parties intend that the provision shall be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.
21. DEFINITIONS
As used in this Agreement, the following terms have the following meanings:
“Application” has the meaning given in Section 2.B.
“Contractor” has the meaning given in the preamble.
“Contractor Payment” has the meaning given in Section 2.C.
“Disclosing Party” has the meaning given in Section 12.A.
“Deliverables” has the meaning given in Section 2.C.
“Feedback” has the meaning given in Section 9.C.
“Receiving Party” has the meaning given in Section 12.A.
“Service Engagement” has the meaning given in Section 2.F.
“Service Fee” has the meaning given in Section 5.A.
“Service Request” has the meaning given in Section 2.C.
“Services” has the meaning given in Section 2.A.
