Resi

This Agreement is a contract between you, as an individual or entity (hereinafter “you” or “Customer”), and Resi Media, LLC (hereinafter “Resi Media,” “we,” or “us”) that governs the use of your Resi.io account and our products and Services (which is defined further below).

This Agreement consists of the Terms of Service below, as well as the following additional terms and policies that apply to you, which are expressly incorporated into this Agreement by reference:

1. Resi Media Encoder/Decoder Terms (https://pushpay.com/legal-center/resi-legal#encoder-decoder-terms)
   
2. Resi Media Acceptable Use Policy (https://pushpay.com/legal-center/resi-legal#acceptable-use-policy)
   
3. Resi Media Privacy Policy (https://pushpay.com/legal-center/resi-legal#privacy-policy)
   
4. Resi Media DMCA Policy (https://pushpay.com/legal-center/resi-legal#dmca-policy)
   

Please note that this Agreement includes an Agreement to Arbitrate to resolve disputes by arbitration. It provides that any dispute will be resolved by binding arbitration instead of a trial in court.

We are constantly striving to improve our Services and business to better serve our users and respond to legal, regulatory and technological and societal change. Consequently, we must reserve the right to amend this user agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it, unless otherwise specified, and your continued use of our Services constitutes acceptance of any such revisions.

Terms of Service

1. ACCEPTANCE.

By opening an account, signing up for, downloading, and/or accessing or using our products and/or Services, you agree to comply with all of the terms and conditions applicable to you, so please read them carefully. If you are doing so on behalf of an entity, you are representing and warranting that you have the authority to bind the entity. If you do not agree with all the terms of this Agreement, and do not agree to be bound by this Agreement, please do not sign up for, install or use Resi Media Services.

2. USE AND ACCESS.

Contemplated use by you as an end user of Resi’s products and services under this Agreement includes use of our websites, including resi.io and any other websites we own or operate (which we refer to as our “Website”) or other products or Services. “Services” means all products and services offered by Resi Media, including hosted platforms and streaming services. The definition of Services does not include Third Party Services (defined further below) or hardware.

Subject to the terms and conditions of this Agreement, Resi Media grants Customer a non-exclusive, non-transferable, non-licensable, and revocable rights to use and access the Services solely for internal purposes unless otherwise agreed upon, for the duration of the Term.

3. CUSTOMER OBLIGATIONS.

Customer agrees to (i) comply with all applicable laws, rules and regulations, including, without limitation, the Foreign Corrupt Practices Act, international anti-corruption laws and the Digital Millennium Copyright Act and intellectual property laws; (ii) pay the fees for the Services when due; (iii) use reasonable security precautions for providing access to the Services by its employees or other individuals to whom it provides access; (iv) cooperate with Resi Media or its affiliates investigation of outages, security problems, and any suspected breach of the Agreement; (v) comply with all applicable license terms or terms of use for any software, content (including Customer Content), service or website which Customer uses or accesses when using the Resi Media Services; (vi) give Resi Media true, accurate, current, and complete Account Information; (vii) keep Customer’s account information up to date; (viii) be responsible for the use of the Services by Customer and any other person to whom Customer has given access to the Services; (ix) comply with all applicable Resi Media policies, including but not limited to the Acceptable Use Policy; (x) comply with any Third Party Service agreements; (xi) protect any confidential information of Resi Media with the same reasonable degree of care as you protect your own confidential information; (xii) only disclose Resi Media’s confidential information to your employees only on a need-to-know basis or to a governmental agency if required by operation of law but only after providing Resi Media written notice prior to such compelled disclosure to give Resi Media an opportunity to seek a protective order; and (xiii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Resi Media as soon as practical of any known or suspected unauthorized use of Customer’s account, the Services or any other breach of security. Customer may not use the Services in any situation where failure or fault of the services could lead to death or serious bodily injury of any person, or to physical or environmental damage. Customer may not resell any of the Services or Hardware to any third party without first entering into a reseller agreement with Resi Media.

4. CUSTOMER CONTENT.

Resi Media Services may allow you to create, upload, publish, transmit, live stream or otherwise add content such as data text, scripts, video, sound, music, graphics, images and/or a combination thereof (“Customer Content”) within or into Resi Media’s hosted environment. As between you and Resi Media, you will continue to own all intellectual property rights in the Customer Content.

In order for Resi Media to provide its Services, you agree to grant Resi Media permission and license to use, display, perform, modify, distribute, reproduce and otherwise disclose the Customer Content to third parties to the extent necessary to provide the Services, for as long as the Customer Content is in Resi Media’s hosted environment. You may revoke this license any time by deleting your account.

You represent and warrant that you have secured and will secure all rights and licenses, including but not limited to any copyright, trademark, patent, trade secret, or right of publicity rights, that are necessary to license any and all Customer Content to Resi Media (or third party as applicable) in accordance with the terms of this Agreement. You agree that Resi Media is not responsible for any violations of third-party intellectual property rights or privacy rights in any Customer Content that you publish, transmit, live stream, embed or otherwise add to Resi Media’s hosted environment.

5. CHANGES TO YOUR SUBSCRIPTION.

Customer may order additional Services or upgrades for the current or subsequent term, or request downgrades for the subsequent term, by contacting the Resi Media Success Team directly at success@resi.io.

Resi Media may add new features or make changes to or remove existing features (“Modification”) at any time. If you continue to use the Services following any Modification, such use will constitute acceptance of the Modification.

6. TERM; SUBSCRIPTION TERM; EFFECT OF TERMINATION.

This Agreement will remain in effect as long as you continue to use Resi Media Services or have an account with us, whichever is longer.

Your initial subscription term (“Initial Term”) for the Services on each Order Form shall be for a period of twelve (12) months unless otherwise specified in the Order Form, beginning on the Effective Date identified on the Order Form. Your subscription will automatically renew for additional, successive renewal terms of equal duration to the Initial Term (each, a “Renewal Term”) unless a party provides written notice to the other party, at least sixty (60) days prior to the end of the then current term, of its intent not to renew. Resi Media will notify Customer at least sixty (60) days in advance of any changes to the subscription fees, provided that any such changes will not apply to the then-current Initial Term or Renewal Term.

These terms may not be cancelled or terminated by you prior to the expiration of the then-current Initial Term or Renewal Term, as applicable, except as expressly set out in this paragraph. Either Party may terminate the applicable Order Form if the other party materially breaches these terms and fails to cure the breach within thirty (30) days after receiving notice of the breach. Termination of an Order Form will not operate to terminate the Agreement or any other Order Forms then in effect.

Resi Media may terminate the Services or this Agreement for any reason, including but not limited to Customers failure to cure the cause of their suspension. Upon expiration or termination of the Agreement, all rights granted to Customer under this Agreement shall cease and Customer must discontinue use of the Services. Upon such termination or expiration, all payment obligations under this Agreement incurred by Customer through the date of termination will accelerate automatically and immediately become due and payable in full. Resi Media shall not be liable for any loss or damage suffered by you as a result of Resi Media exercising its rights. Upon termination in accordance with this section, Resi Media will provide you with limited access to Services to export your Customer Content for a period of up to thirty (30) days from the termination date unless Resi Media deems the continued provision of limited access to pose a risk to the security, integrity or availability of the platform or Resi otherwise determines that continued access would pose a reputational or legal risk.

In the event of any termination or expiration, the following sections will survive: Section 11 (Disputes; Agreement to Arbitrate); Section 12 (Indemnification), Section 13 (Disclaimers; Limitation of Liability),  Section 15 (Feedback); and Section 16 (General Provisions).

7. PAYMENT.

• Payment Terms. All recurring fees, such as subscription fees for Services, are due in advance of the first day of the relevant term and no less than thirty (30) days after the invoice is issued.  All other fees that are non-recurring shall be due and payable when invoiced unless otherwise agreed between the parties. These non-recurring fees may include but are not limited to:

• 1. Hardware.  Customer shall be responsible for all charges, fees, import duties and taxes related to its Hardware purchase or lease, including insurance and shipping costs.
  2. Failure to return Hardware. A Customer’s failure to promptly return Hardware after receiving a replacement unit shall incur a charge up to 90% of the original purchase price. These charges may be reversed in whole or in part after Resi Media receives and processes the returned Hardware and verifies that the Hardware was returned as expected.
  3. Overage Fees.  Fees for additional services such as playback hours downloaded overages or encoding hours overages shall be invoiced in the following calendar month.
  4. Late Payment Fees: The Customer’s failure to pay any fees by the due date shall incur a one time late charge of 3% on the past due balance, and will incur interest fees at a rate equal to the lesser of 1% per month or the maximum interest permitted to be charged by law.
  5. Reconnection Fees: Any Customer whose access to Resi Media Services is suspended as provided under Section 10 shall incur a $50 reconnection fee, and payment is required prior to reconnection of any Services.
  6. Other One-Time Fees.  Fees such as any applicable setup fees, administrative fees, or other professional service fees including but not limited to Hardware repair costs for trade-in units, are invoiced as they are incurred.
• Payment Methods. Payment for any fees due under this Agreement shall be made by automatic transfer (ACH) or such other method as approved by Resi Media.
• Taxes. All prices and fees specified in or referred to in this Agreement are stated exclusive of any taxes or duties payable in respect to the Services in all applicable jurisdictions, including the jurisdiction where payment is either made or received. To the extent that any such taxes or duties are payable by Resi Media, you must pay to Resi Media the amount of such taxes or duties in addition to any fees owed under this Agreement. Neither party shall be liable for the other party’s taxes based on income. If applicable, Customer shall provide Resi Media with a valid tax exemption certificate for the Services which excepts Customer from such taxes in accordance with applicable law.
• Refunds & Disputes. All fees paid to Resi Media are non-refundable. If the Customer believes reasonably and in good faith that a service bill is in error, the Customer must contact Resi Media within 30 days of the receipt of the disputed bill. Any invoice not disputed by Customer within 30 days of receipt of the invoice shall be conclusively accepted by Customer as correct. Customer is responsible for any fees and costs (including, but not limited to, reasonable attorneys’ fees, court costs and collection agency fees) incurred by Resi Media in enforcing collection of fees.

8. RESI MEDIA INTELLECTUAL PROPERTY.

Resi Media (or its licensors, as applicable) owns all legal right, title and interest, including without limitation any intellectual property rights or other proprietary rights, in and to the Resi Media’s website(s) including customer portals, Services, and Hardware provided by Resi Media (whether such rights are registered or unregistered, and wherever in the world those rights may exist).

Subject only to the limited license expressly set forth herein, Resi Media (or its licensors, as applicable) will retain all rights, title and interest in and to its intellectual property rights to its websites, Services, and Hardware. For clarity, no right or license is granted to use Resi Media’s name, marks or other distinctive brand features associated with Resi Media.

You must not:

• attempt to reverse engineer or reproduce, or otherwise access or make use of of for purposes other than in connection with the provision of Services by Resi Media to Customer, any aspect of Resi Media’s websites, Services, or Hardware, including but not limited to the encoding, delivery, or decoding technology;
• attempt to access any non-Customer produced data directly from the Encoder under any circumstances;
• attempt to undermine, or facilitate the undermining of, the security or integrity of our Website, Services, computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
• use, or misuse, the Services in any way which may impair the functionality of the Services or our Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or our Website or applications;
• attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Services are hosted;
• transmit, or input into our Services or our Website or other system, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use); or
• attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate our Website or systems.

9. THIRD PARTY SERVICES.

Customer may be able to, or be required to, acquire certain software or services from third party service providers (“Third Party Service”) to use or receive certain Resi Media Services, including those providing cloud-based services or content delivery networks. Your use of these Third Party Services may be subject to the separate policies, terms of use, and fees of the respective Third Party Service provider(s).

Resi Media makes no representation or warranty regarding any Third Party Service. Resi Media shall not be responsible or liable for any Third Party Service or any liability that, directly or indirectly, may arise out of Customer’s use of such Third Party Service, including but not limited to any hardware, software, plug-ins and or other services provided by a third party.

Resi Media does not control the acts, omissions, products or services offered by Third Party Service providers. If a dispute arises in any way relating to a Customer’s use of a Third Party Service, Customer will defend, indemnify, and hold harmless, Resi Media and its affiliates from any and all expenses (including court costs and attorneys’ fees) claims, demands, damages and other liabilities or monetary losses (including those of an indirect or consequential nature), of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release Customer expressly waives any protections, whether statutory or otherwise, including any and all rights and protections under California Civil Code § 1542 or similar laws, which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor,” that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.”

10. OPEN SOURCE SOFTWARE.

Resi Media, in its sole discretion, reserves the right to suspend or terminate your access to or use of the Services (“Suspension”) for any reason and at any time without liability to you. Reasons for Suspension may include, but are not limited to:

• Usage. Customer understands and agrees that, in performing the services, Resi Media may use and incorporate open source software. Customer hereby accepts all services subject to any and all applicable open source licenses.
• Multisite Encoders use code of FFmpeg licensed under the GPL version 2 (https://www.gnu.org/licenses/old-licenses/gpl-2.0.html) and its source can be downloaded here. https://github.com/FFmpeg/FFmpeg

11. SUSPENSION; INJUNCTION.

Resi Media, in its sole discretion, reserves the right to suspend or terminate your access to or use of the Services (“Suspension”) for any reason and at any time without liability to you. Reasons for Suspension may include, but are not limited to:

• • 1. Resi Media’s reasonable belief that the Services are being used (or have been or will be used) by Customer in violation of the Agreement (including the Acceptable Use Policy) or any applicable law, court order, rule or regulation in any jurisdiction;
    2. Customer does not reasonably cooperate with Resi Media’s investigation of any suspected violation of the Agreement or any applicable law, court order, rule or regulation in any jurisdiction;
    3. Resi Media’s reasonable belief that Services provided to Customer have been accessed or manipulated by a third party without Customer’s consent or in violation of the Agreement;
    4. Resi Media’s reasonable belief that suspension of the Services is prudent to protect Resi Media’s network or other customers or end users;
    5. Payment for the Services is overdue by more than 15 days;
    6. Continued use of the services by the Customer may adversely impact the services or the systems or content of any other Resi Media Customer;
    7. Resi Media’s failure to suspend could result in reputational damage to Resi Media.
    8. Resi Media’s reasonable belief that the use of the services by Customer may subject Resi Media, its affiliates, or any third party to liability; or
    9. Suspension is required by law, statute, regulation, rule or court order.

Resi Media may give Customer advance notice of a Suspension and a chance to cure the grounds on which the Suspension is based where Resi Media determines, in its sole discretion, does not believe that an immediate Suspension on shorter or contemporaneous notice is necessary or appropriate to protect Resi Media or third parties from undue risk or harm or a violation of law or court order..

If Resi Media suspends or terminates the Customer’s right to access or use any portion or all of the Service:

• • 1. Customer remains responsible for all fees and charges Customer has incurred through the date of suspension;
    2. Customer remains responsible for any applicable fees and charges for the remainder of the then current Term of Service and for any portion of Services to which Customer continues to have access; and
    3. at Resi Media’s sole discretion, Resi Media may terminate Customer’s access to Customer Content stored in the services during a suspension, and Resi Media shall not be liable to Customer for any damages or losses Customer may incur as a result.

12. DISPUTE RESOLUTION: AGREEMENT TO ARBITRATE.

Many customer concerns can be resolved quickly to your satisfaction by contacting our Customer Success team or your designated account or customer success representative. In the event that your concerns are not resolved to your satisfaction and either party desires legal action, you and Resi Media agree to resolve those disputes in accordance with the Agreement to Arbitrate below.

AGREEMENT TO ARBITRATE

This Agreement to Arbitrate affects your legal rights. Please read carefully. Unless you opt out – the procedure is explained below — this Agreement to Arbitrate will eliminate your right to go to court (except for a small claims court having jurisdiction), the right to bring class or collective actions, and the right to have a jury decide a dispute.

Our Agreement

You and Resi Media each agree that any and all disputes or claims that arise out of or in any way relate to this User Agreement, your account with Resi Media, your use of Resi Media Services, or the corresponding relationship between you, on the one hand, and Resi Media and its affiliates (including any and all members of the Pushpay Group of companies), its agents, employees, officers, directors, predecessors in interest, successors and assigns, on the other hand, including federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. Notwithstanding the foregoing, Resi Media may bring any claim relating to infringement of our intellectual property rights in U.S. federal court. This Agreement to Arbitrate is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. You acknowledge that your breach of these terms may cause irreparable harm to Resi Media, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Resi Media may be legally entitled, Resi Media will have the right to seek immediate injunctive relief in the event of a breach of these terms by you or any of your officers, employees, consultants, or other agents.

Prohibition of Class and Representative Actions and Non-Individualized Relief

You and Resi Media agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Resi Media agree otherwise, the arbitrator(s) may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Resi Media users.

Arbitration Procedures

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator or arbitrators instead of a judge or jury, discovery is more limited, and court review of an arbitration award is very limited. However, the arbitrator(s) can award the same damages and relief on an individual basis that a court can award to an individual. The arbitrator(s) also must follow the terms of this user agreement as a court would.

The arbitration will be conducted by JAMS under its Comprehensive Rules and Procedures, including the Optional Expedited Arbitration Procedures. Provided that for claims with the Scope of Rules, the arbitration will be conducted pursuant to the JAMS Streamlined Arbitration Rules and Procedures. JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/. Prior to initiating an arbitration, a party who intends to seek arbitration must first send the other party, by certified mail, a written notice describing the dispute. You should send this notice to Resi Media at: Resi Media, Attn: Legal Department, Re: Notice of Dispute 3409 N US 75-Central Expy 1000 Suite #201, Plano, TX 75023. Resi Media will send any notice to you to the address we have on file associated with your Resi Media account; it is your responsibility to keep your address up to date. All information called for in the notice must be provided including a description of the nature and basis of the claims the party is asserting and the relief sought.

If you and Resi Media are unable to resolve the claims described in the notice within 30 days after the notice is sent, you or Resi Media may initiate arbitration proceedings. A form for initiating arbitration proceedings using expedited procedures is available on the JAMS website at www.adr.org.

The arbitration shall be held in King County, Washington. If the value of the relief sought is $10,000 or less, you or Resi Media may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Resi Media subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. Any settlement offer made by you or Resi Media shall not be disclosed to the arbitrator(s).

The arbitrator(s) will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator(s) shall not be bound by rulings in prior arbitrations involving different Resi Media users, but is/are bound by rulings in prior arbitrations involving the same Resi Media user to the extent required by applicable law. The award of the arbitrator(s) shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration shall be confidential, and neither you nor we may disclose the existence, contents or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees will be governed by the JAMS rules, unless otherwise stated in this Agreement to Arbitrate.  In the event the arbitrator(s) determine the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Resi Media for all fees associated with the arbitration paid by Resi Media on your behalf that you otherwise would be obligated to pay under the JAMS rules. You will be responsible for all fees you are obligated to pay under the JAMS rules.

Severability

With the exception of any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above, if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void, but the remainder of this user agreement will continue to apply.

Future Amendments to this Agreement to Arbitrate

Notwithstanding any provision in the user agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Resi Media prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Agreement to Arbitrate that have arisen or may arise between you and Resi Media. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on our website at least 30 days before the effective date of the amendments and by providing notice through email. If you do not agree to these amended terms, you may close your Resi Media account within the 30-day period and you will not be bound by the amended terms.

13. INDEMNIFICATION.

Customer agrees to indemnify, defend and hold harmless Resi Media and its affiliates, licensors and providers of third party services, and their respective directors, officers, employees, contractors, agents, successors, and assigns, (each, an “Indemnified Party,” and collectively, the “Indemnified Parties”), from and against any and all liability (including, without limitation, attorneys’ fees and costs) incurred in connection with any actual or alleged claim (“Claim”) arising out of: (a) the Customer’s use of the Resi Media Services or Third Party Services; (b) any breach or alleged breach by the Customer of this Agreement, including, without limitation, any actual or alleged infringement or misappropriation of a third party’s copyright, trade secret, patent, trademark, privacy, publication or other intellectual or proprietary right; (c) any damage caused by or alleged to have been caused by the Customer or the Customer’s end users to the Site or Services; or (d) any actual or alleged violation or non-compliance by the Customer or the Customer’s end users with any applicable law, court order, rule or regulation in any jurisdiction.

14. DISCLAIMERS; LIMITATION OF LIABILITY.

15. NOTICES.

Customer’s communications to Resi Media should be sent to:

Resi Media, LLC
950 W. Bethany Drive
Suite 430
Allen, TX 75013

Email: support@resi.io
Phone: +1 (800) 875-0696
With a copy to: legal@resi.io

Resi Media’s communications regarding the services and legal notices will be sent directly to the Customer contact identified on your account. Notices are deemed received as of the time delivered. Notices will be given in the English language.

16. FEEDBACK.

If Customer provides Resi Media with feedback or suggestions regarding Resi Media Service(s), Hardware or any other Resi Media offerings, Resi Media may use the feedback or suggestions without restriction or obligation. Resi Media shall own all right, title and interest in and to feedback. Upon providing the feedback, Customer hereby irrevocably assigns to Resi Media all right, title, and interest in and to the intellectual property rights in the Feedback.

17. GENERAL PROVISIONS.

• This agreement shall not be interpreted or construed to confer any rights or remedies on any third parties.
• You may not transfer or assign any rights or obligations you have under this user agreement without our prior written consent. We may transfer or assign this user agreement or any right or obligation under this user agreement at any time.
• SEVERABILITY. If any part of this Agreement is found unenforceable by a court or other tribunal, the rest of the Agreement will nonetheless continue in effect, and the parties agree that any court or other tribunal may reform the unenforceable part if it is possible to do so consistent with the material economic incentives of the parties resulting in this Agreement.
• WAIVER. The failure to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance by Customer of any of the provisions herein, will not in any way be construed as a waiver by Resi Media of such provisions.
• GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of WASHINGTON without giving effect to any conflict of law principles.
• No modification of this Agreement shall be effective unless in writing signed by both parties.
• This Agreement, together with any other agreements and policies that apply to you, and the terms of any other notices or instructions given to you hereunder and thereunder, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and us relating to the Services and the other matters dealt with in this Agreement and other applicable legal agreements. You hereby acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein.