CUSTOMER AGREEMENT


This Customer Agreement (this "Agreement") is by and between Nanosoft Corporation (d/b/a "headlinerfix.com") and the individual or organization accepting this Agreement and creating an account hereby with headlinerfix.com ("Customer"). In consideration of the mutual promises and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to the following:


  1. Supply of Leads by headlinerfix.com to Customer. As more fully described herein, headlinerfix.com agrees to supply to Customer, through placement in Customer's online account (the "Account"), certain information ("Leads") submitted to one or more of the Sites (as defined below) by consumers who have requested a product and/or service quote in geographic areas specified in Customer's Account profile (each such consumer, a "Prospect"). For purposes of this Agreement, the term "Sites" means the website(s) sponsored only by headlinerfix.com (including but not limited to www.headlinerfix.com). For Customer's convenience and upon Customer's request, headlinerfix.com may, in addition to the delivery of Leads to Customer's Account, deliver Leads to Customer via e-mail or by transmission into Customer's CRM database or similar system. Although headlinerfix.com will use commercially reasonable efforts to supply Leads to Customer via such alternate delivery method, for the avoidance of doubt headlinerfix.com is not responsible for Leads not delivered to Customer's e-mail account or other alternate system for any reason (including, without limitation, due to downtime of any such alternate system), and no credits or refunds will be issued for any such Leads that are placed in Customer's Account but not received by Customer for whatever reason via any requested alternate delivery method. If Customer requests that headlinerfix.com deliver Leads to Customer via its CRM database or similar system, then Customer represents, warrants and covenants to headlinerfix.com that Customer has all rights to grant headlinerfix.com permission to access such CRM database or similar system for the limited purpose of delivering Leads to Customer's account, including Customer's sharing of any applicable passwords or account keys.
  2. Customer's Responsibilities and Obligations.
    1. Customer is responsible for promptly initiating contact with and paying for all Leads supplied to Customer's Account. Customer agrees to initiate contact with each Lead within 48 hours (not including weekends or U.S. bank holidays) of the Lead's placement in Customer's Account to (i) verify the accuracy of the information provided by such Prospect to headlinerfix.com, and (ii) provide the Prospect with the requested quotation and/or other product and/or service information. Customer acknowledges that headlinerfix.com does not investigate, verbally screen or verify any Prospect in any manner whatsoever, and that headlinerfix.com simply forwards the relevant information submitted by each Prospect to Customer as part of the Lead. Customer acknowledges the need to exercise due care and prudence in dealing with all Prospects, including all reasonable care necessary to determine each Prospect's financial condition and to protect Customer's personal safety. Accordingly, Customer acknowledges and agrees that Customer is solely responsible for independently verifying all Lead and Prospect information supplied by headlinerfix.com for accuracy prior to issuing quotations, any other information, service, or product.
    2. As between the parties, headlinerfix.com will retain ownership of all Leads. Customer acknowledges and agrees that (i) Customer is being granted a limited, non-exclusive right hereunder to use the Leads provided for thirty (30) days from the date of delivery for the sole purpose of promptly contacting the Prospect and providing the Prospect with the requested insurance quote and/or other requested product information; (ii) headlinerfix.com does not guarantee that any minimum quantity of Leads will be provided to Customer, and the number of Leads provided hereunder will vary depending on numerous factors; and (iii) headlinerfix.com has no obligation to provide any Leads to Customer, including Leads that may satisfy all of Customer's specifications regarding acceptable Leads. For the avoidance of doubt, (x) Customer will not disclose, sell, transfer, assign or furnish any Lead acquired hereunder to any third party; and (y) all Leads provided hereunder are provided on a non-exclusive basis, and Customer acknowledges and agrees that Leads and other data provided by headlinerfix.com hereunder may be provided by headlinerfix.com to other third parties that compete with Customer.
    3. Customer acknowledges that it has read headlinerfix.com's privacy policy located at http://www.headlinerfix.com/privacy-policy.php (the "Privacy Policy") and the Terms and Conditions of Use of the headlinerfix.com Site located at https://www.headlinerfix.com/terms-and-conditions.php (the "Terms and Conditions"). Customer agrees to comply with the Privacy Policy and the Terms and Conditions, each as may be amended from time to time. In the event of any conflict between this Agreement, the Privacy Policy and the Terms and Conditions, the terms and provisions of this Agreement shall govern. headlinerfix.com will use reasonable efforts to notify Customer by e-mail of any amendment to the Privacy Policy or Terms and Conditions at least ten (10) days prior to the amendment, and Customer will thereafter be bound by any such amendment, regardless of Customer's failure to read or receive any such e-mail for any reason, subject to Customer's right to terminate this Agreement in accordance with Paragraph 6, below. Customer agrees that it will use its best efforts to maintain the privacy of and protect the personal and confidential information of each Prospect. Customer further agrees to permanently delete or remove from its records or database all personal identifiable information regarding any Prospect within 30 days of the delivery of the associated Lead to Customer's Account, unless Customer establishes a contractual relationship with any such Prospect.
    4. Customer agrees to comply with all federal, state, local and industry laws, rules, regulations and requirements applicable to Customer or Customer's business, including, without limitation, (i) as may be applicable to the use, unauthorized access, confidentiality and security of Leads, and procedures relating to the foregoing, (ii) all laws concerning the international transfer of Leads, (iii) all applicable laws concerning e-mail marketing and telemarketing activities, (iv) all applicable consumer information laws and truthful and fair business practices, and (v) all laws regarding the offer and sale of insurance products, including obtaining and maintaining any and all licenses required to offer and sell the insurance products quoted by Customer.
    5. Customer will not represent to any Prospect that such Customer is an employee of or otherwise represents headlinerfix.com. Customer further agrees that it will not use the intellectual property of headlinerfix.com (including without limitation, headlinerfix.com's trademarks, service marks, trade names, domain names (including without limitation www.nanosoftcorporation.com) and copyright-protected materials) without the prior written consent of headlinerfix.com, which headlinerfix.com may grant or withhold in its sole discretion. For the avoidance of doubt, the foregoing covenant restricts Customer from bidding on or otherwise using in commerce any internet search keywords or metatags that contain any of headlinerfix.com's intellectual property, or otherwise attempting to divert internet traffic from headlinerfix.com's site to any of Customer's sites through impersonation, deception or other similar tactics.
  3. Pricing. Customer agrees to purchase Leads placed in Customer's Account at the prices set forth in headlinerfix.com's then-current price list, which is available at any time at pricing. Leads are subject to availability, and prices are subject to change at any time at headlinerfix.com's sole discretion. headlinerfix.com will notify Customer by e-mail of any pricing changes at least ten (10) days prior to the change. After the expiration of such 10-day period, Customer will be bound by any such pricing changes, regardless of Customer's failure to review the then-current price list or to read or receive any such e-mail for any reason, subject to Customer's right to terminate this Agreement in accordance with Paragraph 6 below.
  4. Payment Terms.
    1. Customer agrees to pay for all Leads supplied to its Account. headlinerfix.com will automatically bill Customer for its then-current selected plan if the auto-renew configuration is active and will do so immediately upon Customer’s remaining Lead credits matching the Customer’s auto-renew condition value. Customer understands and accepts that new accounts will be created with auto-renew plans which will automatically set Customer’s auto-renew configuration on with an auto-renew condition set to zero (0). Customer may always change this configuration in their Account and alternatively select manual-renew to purchase Lead credit packages manually. Customer agrees that, by Customer's acceptance of this Agreement, Customer authorizes headlinerfix.com to charge the credit card marked as "Active Payment Method on File" within Customer's Account at the time of billing for all fees and charges incurred hereunder, and Customer further represents and warrants to headlinerfix.com that, if Customer is not the account holder of such card, Customer has all requisite power and authority to use and incur charges on such credit card on behalf of the account holder. Although under normal circumstances headlinerfix.com will only bill Customer in accordance with the above-described policy, headlinerfix.com reserves the right to charge Customer's "Active Payment Method on File" credit card for any outstanding Account balance at any time with or without prior notice.
    2. If Customer's "Active Payment Method on File" credit card is declined for any reason at the time of billing, Customer authorizes headlinerfix.com to process payment on any other credit card stored in Customer's Account. If payment cannot be processed at the time of billing, Customer agrees to pay a $25 initial late fee to headlinerfix.com plus interest on any past due amounts until paid at the lesser of 1.5% per month or the highest amount permitted by applicable law. Payments made by check that are returned for insufficient funds are subject to, at minimum, a $25 returned check fee. No Leads will be delivered to Customer when any payment by Customer is past due or when Customer's Account is otherwise in default. If any such payment remains past due or said Account is otherwise in a default state for more than ten (10) business days, Customer's outstanding balance may be reported by headlinerfix.com for collection by a third party and Customer and/or Customer's credit card account information may be reported to credit bureaus or for credit card fraud for non-payment of a debt. Customer is solely responsible for any fees that may be associated with headlinerfix.com's collection attempts, including without limitation headlinerfix.com's attorneys' fees.
    3. Customer will be responsible for all taxes, fees and other charges that may be assessed against Customer in connection with payment of fees to headlinerfix.com for Leads provided to Customer hereunder.
    4. Inactivity fee. For all accounts with a positive balance and with no lead purchase activity in the last 180 days, headlinerfix.com will charge a monthly inactivity fee of: the greater of 10% of the available account balance or $10 until no balance remains.
  5. Limited Right to Trade Credit for Certain Non-Marketable Leads.
    1. If any Lead provided to Customer by headlinerfix.com contains False Information (as defined below) and is thus not a marketable Prospect, Customer's exclusive remedy is to request trade credit from headlinerfix.com by giving notice to headlinerfix.com within ten (10) days from the date the Lead was delivered to Customer's Account. A Lead shall only be deemed to contain False Information solely if any one or more of the following conditions exist or occur: (i) all phone numbers provided are disconnected or are connected solely to facsimile machines; (ii) the Lead is duplicative with another Lead provided by headlinerfix.com to Customer's Account in the past thirty (30) days; /*(iii) the Prospect is identified as another customer testing the system; (iv) the Prospect is identified as a student researching a school project; (v) the Prospect's contact information is materially inaccurate or incorrect on its face upon Customer's initial inspection of the Lead; and/or (vi) the Prospect and the Customer speak different languages and are therefore unable reasonably to communicate with one another*/. All requests for trade credit due to any False Information are subject to verification and approval by headlinerfix.com in headlinerfix.com's sole discretion. For the avoidance of doubt, if headlinerfix.com determines in its sole discretion that a Lead does not contain False Information or meets any of the other conditions above, then Customer will be responsible for payment in full to headlinerfix.com for such Lead.
    2. If headlinerfix.com determines, in its sole discretion, that headlinerfix.com owes a trade credit to Customer pursuant to Paragraph 5(a) above, then headlinerfix.com will credit Customer's Account for the amount of such adjustment. Any determination by headlinerfix.com in this regard shall be made by headlinerfix.com within ten (10) business days of headlinerfix.com's receipt of Customer's written trade credit request. Any trade credit issued is good towards future Leads purchased from headlinerfix.com only, and may not be applied against the original method of payment or otherwise. Under no circumstances will any trade credit be refunded to Customer.
    3. For the avoidance of doubt, Customer's failure to receive a notification e-mail from headlinerfix.com regarding the placement of Leads by headlinerfix.com into Customer's Account shall not provide Customer with any right to a refund or trade credit with respect to such Leads.
  6. Termination. headlinerfix.com may terminate this Agreement and Customer's Account for any reason or no reason at any time with or without prior notification to Customer. Customer may terminate this Agreement for any reason or no reason upon at least two (2) business days' prior written notice to headlinerfix.com. At the time of any such termination, regardless of the reason therefore, Customer agrees to pay any outstanding balance on Customer's Account (including fees for Leads received during the termination notice period) within five (5) business days from the date of such termination. The provisions of Paragraphs 2 through 6 and 8 through 21 shall survive any termination of this Agreement.
  7. Temporary Pausing of Lead Delivery. Customer may request that headlinerfix.com temporarily pause delivery of Leads to Customer's Account through the headlinerfix.com online portal and Customer is responsible for payment for and solicitation of any Leads sent to Customer's Account during the period before confirmation by headlinerfix.com to Customer that Leads have been paused. In the event headlinerfix.com elects not to grant a request for temporary pausing of Lead delivery, Customer's sole remedy is to terminate this Agreement pursuant to Paragraph 6 above.
  8. Customer's Consent to Public Information Request and Credit Report. IN ACCORDANCE WITH THE FAIR CREDIT REPORTING ACT AND FOR BUSINESS PURPOSES RELATED TO THIS AGREEMENT, CUSTOMER CONSENTS TO HEADLINERFIX.COM OBTAINING A REPORT(S) FROM THIRD-PARTY SOURCES OF CUSTOMER'S CREDIT AND LICENSURE RECORDS, AND USING INFORMATION OBTAINED FROM SUCH REPORTS IN DETERMINING WHETHER TO EXTEND CREDIT TO CUSTOMER AND/OR ENTER INTO THIS AGREEMENT. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT HEADLINERFIX.COM MAY PROVIDE CUSTOMER'S LICENSE NUMBER OR OTHER REQUESTED INFORMATION TO HEADLINERFIX.COM'S BUSINESS PARTNERS AND AFFILIATES WHO HAVE A NEED TO KNOW SUCH INFORMATION FOR LEGITIMATE BUSINESS PURPOSES AND SO THAT ANY LEAD ACQUIRED BY CUSTOMER FROM HEADLINERFIX.COM HEREUNDER WILL NOT BE DUPLICATIVE WITH OTHER LEADS ACQUIRED BY CUSTOMER FROM HEADLINERFIX’S BUSINESS PARTNERS AND AFFILIATES.
  9. Additional Representations, Warranties and Covenants of Customer. Customer further represents, warrants and covenants to headlinerfix.com as follows:
    1. Customer has and will have all licenses, certifications and other governmental and non-governmental authorizations (collectively, the "Licenses") required for the conduct of Customer's business, and all such Licenses are and will remain valid and in good standing.
    2. Customer has not been disciplined or threatened with discipline by any governmental authority or professional association for any violation or alleged violation of any law, regulation, rule or ethical standard applicable to Customer, any License held by Customer or Customer's business, and no disciplinary proceeding involving Customer is pending or threatened.
    3. Customer has not, in the past ten (10) years, been convicted of any felony or misdemeanor (or comparable violation of law) involving a crime of moral turpitude anywhere in the world, and no such criminal or comparable proceeding is now pending against Customer anywhere in the world.
    4. All information provided by Customer to headlinerfix.com relating to this Agreement or Customer's Account is true, accurate and complete in all respects.
  10. Notification of Certain Matters. Customer agrees to notify headlinerfix.com promptly in writing and update their Account to reflect any of the follow points no later than forty-eight (48) hours following: (i) any change in the expiration date or status of any of Customer's credit cards on file with headlinerfix.com; (ii) any change in Customer's contact information, including address, telephone number and e-mail address; (iii) any breach of any of Customer's representations, warranties and covenants contained herein; and/or (iv) any apparent breach of security, such as loss, theft or unauthorized disclosure or use of Customer's user name, password or other Account information.
  11. Security. headlinerfix.com will make reasonable attempts to secure all data on the headlinerfix.com Site, however headlinerfix.com is not responsible for lack of care by Customer to secure its own data (for example, sharing of Customer's user name, password or other Account information, not logging out of Customer's Account, etc.) or for any breach of security on the Site. For the avoidance of doubt, Customer is responsible for any access to or use of Customer's Account or the headlinerfix.com Site by Customer or any person or entity using Customer's user name, password or other Account information provided by headlinerfix.com to Customer, whether or not such access or use has been authorized by or on behalf of Customer, and whether or not such person or entity is an employee, agent or representative of Customer. Customer acknowledges and agrees that headlinerfix.com has the right to deactivate, change and/or delete Customer's user name and/or password in headlinerfix.com's sole discretion for any reason or no reason. Customer will maintain appropriate physical, technical and organizational measures to protect each Lead provided to Customer against accidental loss or unauthorized access, use, disclosure, alteration or destruction.
  12. Proprietary Rights; Scope of Use. As between headlinerfix.com and Customer, Customer acknowledges and agrees that headlinerfix.com owns, solely and exclusively, all right, title and interest in and to the Sites, including without limitation all content, code, data, information, graphics, and other intellectual property used in or on the Sites, the look and feel, design and organization of the Sites, and all copyright, trademark, trade name, service mark, patent, trade secret, moral, database and other intellectual property and proprietary rights inherent therein or appurtenant thereto. Subject to the provisions of this Agreement, including, without limitation, Customer's payments of all applicable fees, headlinerfix.com hereby grants to Customer a limited, non-exclusive, non-assignable, non-transferable license during the term of this Agreement to access, view and print approved materials and information from the headlinerfix.com Site remotely over the Internet, solely for Customer's internal business purposes in connection with its use of the services provided under this Agreement and solely using the Account user name and password provided to Customer by headlinerfix.com. Any other use of the headlinerfix.com Site, Customer's Account or any content, code, information, data or other materials contained therein or available through the headlinerfix.com Site is strictly prohibited. Any third party's trademarks, logos or other intellectual property that may appear on any Site are the property of their respective owners and may not be used without such third party's written consent. All rights not expressly granted to Customer hereunder are reserved exclusively to headlinerfix.com.
  13. Disclaimer. CUSTOMER ACKNOWLEDGES THAT ALL SERVICES PROVIDED BY HEADLINERFIX.COM HEREUNDER ARE PROVIDED "AS IS" AND "WHERE IS" WITHOUT ANY WARRANTY WHATSOEVER AND THAT CUSTOMER'S USE OF SUCH SERVICES IS AT CUSTOMER'S OWN RISK. NEITHER HEADLINERFIX.COM NOR ANY OF HEADLINERFIX.COM'S AFFILIATES, LICENSORS OR SUPPLIERS MAKES, AND CUSTOMER IS NOT RECEIVING, ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. HEADLINERFIX.COM AND ITS AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, TITLE AND/OR NON-INFRINGEMENT. HEADLINERFIX.COM IS NOT INVOLVED IN ANY TRANSACTION BETWEEN CUSTOMER AND ANY PROSPECT. AS A RESULT, HEADLINERFIX.COM HAS NO CONTROL OVER THE INTEGRITY, QUALITY, SAFETY OR LEGALITY OF ANY LEAD OR THE TRUTH OR ACCURACY THEREOF. BECAUSE USER AUTHENTICATION ON THE INTERNET IS DIFFICULT, HEADLINERFIX.COM CANNOT AND DOES NOT CONFIRM THAT ANY PROSPECT IS WHO SUCH PROSPECT CLAIMS TO BE. IN THE EVENT CUSTOMER HAS A DISPUTE WITH ANY PROSPECT, CUSTOMER RELEASES HEADLINERFIX.COM AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL, DIRECT AND INDIRECT OR OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH DISPUTE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS RELATIONSHIPS WITH ANY PROSPECT AND FOR SEEKING ANY REMEDIES AND REDRESS DIRECTLY FROM ANY PROSPECT IN THE EVENT OF ANY SUCH DISPUTE.
  14. Limitation of Liability. IN NO EVENT SHALL HEADLINERFIX.COM, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE HEREUNDER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST REVENUE, LOST PROFITS OR ANTICIPATED BUSINESS (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF, THE SITES OR THE SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM INFORMATION PROVIDED BY, TO OR THROUGH HEADLINERFIX.COM, OR ANY OTHER DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEADLINERFIX.COM DOES NOT WARRANT THAT THE SITES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. THE AGGREGATE LIABILITY OF HEADLINERFIX.COM, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS TO CUSTOMER FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF, THE SITES OR THE SERVICES PROVIDED HEREUNDER, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF (i) THE AMOUNT RECEIVED BY HEADLINERFIX.COM DIRECTLY FROM CUSTOMER PURSUANT TO THIS AGREEMENT DURING THE CALENDAR MONTH DURING WHICH SUCH CLAIM(S) ACCRUED, OR (ii) $100.00.
  15. Indemnification. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HEADLINERFIX.COM AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DEBTS, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, COSTS AND EXPENSES, ARISING IN ANY WAY FROM (A) CUSTOMER'S MISUSE OF ANY OF THE SITES OR THE SERVICES PROVIDED HEREUNDER, (B) CUSTOMER'S PLACEMENT OR TRANSMISSION OF ANY MESSAGE, CONTENT, INFORMATION, SOFTWARE OR OTHER MATERIALS THROUGH ONE OR MORE OF THE SITES, (C) CUSTOMER'S BREACH OR VIOLATION OF THE LAW, THIS AGREEMENT, THE TERMS AND CONDITIONS OR THE PRIVACY POLICY, OR (D) CUSTOMER'S DISPUTE WITH A PROSPECT OR OTHER THIRD PARTY.
  16. Notice. All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or e-mail, with confirmation of transmission by the transmitting equipment and, if headlinerfix.com is the intended recipient, delivery of a copy of any such notice or other communication to headlinerfix.com by certified mail, return receipt requested; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested. headlinerfix.com is authorized to send any notices to Customer hereunder to the mailing address, facsimile number and/or e-mail address associated with Customer's Account, as such information may be updated by Customer from time to time. Customer is authorized to send any notices to headlinerfix.com hereunder to the following mailing address, facsimile number and e-mail address:


Mailing Address:
headlinerfix.com
587 SAWGRASS CORPORATE PARKWAY
SUNRISE, FLORIDA 33325
Attention: LEGAL


Facsimile Number:
(512) 233-6636


E-mail Address:
contact@headlinerfix.com


  1. No Assignment. Customer may not assign, sublicense or transfer this Agreement or any of Customer's rights or obligations hereunder to any third party, and any attempted assignment, sublicense or transfer is hereby null and void.
  2. Amendment. headlinerfix.com may amend this Agreement from time to time by providing Customer with ten (10) days' prior written notice of such amendment. Any use by Customer of the headlinerfix.com Site or acceptance of Leads under this Agreement as so amended after the expiration of such notice period shall be deemed to constitute agreement by Customer to the amended Agreement. The then-current version of this Agreement is always available for Customer's review via Customer's Account.
  3. Entire Agreement. This Agreement, including the Terms and Conditions and the Privacy Policy, and excluding any materials located on the Sites or in any other medium, represents the entire understanding and agreement of Customer and headlinerfix.com with respect to the subject matter hereof and thereof. By signing and/or making an electronic affirmation of this Agreement, Customer represents and warrants that any individual accepting this Agreement on Customer's behalf is duly authorized to bind Customer to this Agreement and acknowledges its acceptance of the terms of this Agreement. By providing Leads to Customer's Account, headlinerfix.com indicates its acceptance of the terms of this Agreement.
  4. No Joint Venture. This Agreement creates no partnership, joint venture, association, agency, franchise, contract of employment or comparable relationship between the parties, and neither party shall have the authority to bind the other party for any purpose not expressly set forth herein.
  5. Governing Law and Venue. This Agreement will be governed by, construed under and enforced in accordance with the laws of the State of Florida, without regard to its conflict of laws rules, and the prevailing party will be entitled to reasonable attorneys' fees and costs of suit, as well as all such fees associated with enforcing any judgment pursuant hereto. Any lawsuit or action brought by the parties hereto shall be filed and adjudicated in the state and federal courts located in Broward County, Florida, which shall be the exclusive forum for any such dispute. Nothing herein shall prohibit a party from seeking a temporary restraining order, preliminary injunction or other provisional relief if, in its judgment, such action is necessary to avoid irreparable damage or to preserve the status quo.
  6. No Waiver; Severability; Limitations Period. headlinerfix.com's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to consider the parties' intentions as hereby reflected in the remaining provisions of this Agreement, and such other unaffected provisions shall remain in full force and effect. Customer agrees that any claim or cause of action by Customer against headlinerfix.com arising out of or related to the Sites, Customer's Account or the Agreement must be filed by Customer within one (1) year after such claim or cause of action first arose or such claim and/or cause of action shall be barred forever; provided, however, that in the event any statute or law prohibits the revision of the limitations period applicable to such claim or cause of action to such one (1) year, such period shall be revised to the shortest period of time allowable by such statute or law.


[End of Agreement]