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User Agreement and Terms of Use for the Consulting Accountant and Principa Website

If you access or use theconsultingaccountant.com or consultingaccountant.com or principa.net or principa.com or principa.com.au website (the "Website"), you agree to be bound by these terms and conditions.

1. Domain and definitions

1.1
The domain names www.theconsultingaccountant.com and www.consultingaccountant.com and www.principa.net and www.principa.com and http://www.principa.com.au are the sole property of Principa, a Nevada corporation, whose corporate office is 200 South Virginia Street, 8th Floor, Reno NV 89501, USA.
1.2
In these terms and conditions, "we" and "us" means Principa.

2. Access to the Websites and content

2.1
The information provided by us on the Website is not in any way an invitation or recommendation to buy any products or services featured. You should always seek appropriate independent professional advice regarding tax, law or other related matters.
2.2
We will use reasonable efforts to allow uninterrupted access to the Website, but access to the Website may be suspended, interrupted, restricted or terminated at any time by us, the Websites host or a third party.
2.3
We reserve the right to change, modify, substitute or remove, without notice, any information on the Website for any reason from time to time, whether we or another party provided such information.
2.4
We assume no responsibility for the content of any other websites to which the Website has links.
2.5
You agree that you will use the Website only for lawful purposes and in accordance with this Agreement. You agree to comply at all times with all applicable laws and regulations, as well as this Agreement, as updated by us from time to time. You further agree to defend, indemnify and hold harmless Principa, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of the Website by you or your user name or account.

3. Intellectual property, copyright and trademarks

3.1
The copyright in the material contained in the Website, together with the website design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets) belong exclusively to Principa, its subsidiaries or the providers of such information. All rights not expressly granted herein are reserved. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sublicense, or create derivative works from any content or products available on the Website.
3.2
In relation to the content available at no cost to subscribers, you may not copy, modify, reproduce, republish, distribute, transmit or use the content on the Website for commercial or other purposes, except in the manner expressly provided herein. You may, however, download or print a single copy for your own non-commercial viewing and use, and unless specifically stated otherwise on the website, you may send by email or other means a single copy of such content to other persons or corporations provided that copyright notices and other claims to ownership of the said material are preserved. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.
3.3
In relation to content available to Principa Alliance Members and Premium Subscribers you may not copy, modify, reproduce, republish, distribute, transmit or use the content on the Website for commercial or other purposes, except in the manner expressly provided herein. You may, however, download or print a single copy for your own non-commercial viewing and use, and unless specifically stated otherwise on the website, you may send by email or other means a single copy of such content to other persons or corporations provided that copyright notices and other claims to ownership of the said material are preserved. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material and that your paid subscription is a license to use the content in the manner specified herein during the period in which your subscription is current. If you cancel your Premium Subscription or Principa Alliance Membership you will immediately cease to use the content including, but not limited to, software and will take steps to uninstall any software applications and delete any files that you have downloaded from the site and stored on a computer system as a Premium Subscriber or Member of the Principa Alliance.
3.4
The Consulting Accountant and The Principa Alliance are trademarks of Principa. Other product and company names mentioned on the Website may be the trademarks, registered trademarks or service marks of their respective owners.
3.5
You shall retain ownership of all copyright information you create and submit to the Website. Unless otherwise stated by an agreement in writing signed by an authorized representative of Principa, upon submission of any materials to Principa, you grant us a world-wide exclusive, royalty-free, perpetual license to use, copy, distribute, publish and transmit such information in any manner.

4. Software End User License Agreement ("EULA")

4.1 License
Any software application ("application") created by us and made available on the Website for downloading or other form of distribution is owned exclusively by us and is protected under copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Each application is licensed for a limited use. Generally, every application created by us will have its own EULA, but unless otherwise indicated, you have the right to use the application only for its intended purpose. You may not decompile, reverse engineer, disassemble, lease, lend, or otherwise transfer for value, the application. You may not modify or distribute the application, alone or as part of any other products, and you may not copy or post any application on any network computer or broadcast or publish it in any media except where written permission is granted by the owner.
4.2 Reservation of rights.
All title and copyrights in and to the applications created by us, and any copies of the applications, are owned solely by Principa. All rights not expressly granted herein or by other written agreement are reserved by Principa. In addition, you do not have any rights in connection with any trademarks, service marks, trade dress, or other intellectual property of Principa. Use of any application for any purpose other than as expressly permitted is prohibited.
4.3 Termination.
Without prejudice to any other rights and at our sole and absolute discretion, we may terminate this license agreement if you fail to comply with the terms and conditions or if you cease to be a subscriber to The Consulting Accountant or Member of The Principa Alliance for any reason. In such event, you shall immediately destroy all copies of any applications you have.

5. Exclusions of liability

5.1
You assume all risks when you access the Website. We use reasonable endeavors to ensure that the information on the Website is accurate and to correct any errors or omissions as soon as practicable after being notified of them. We do not monitor, verify or endorse information submitted by third parties for posting on the Website, and we make no representation or warranty as to the accuracy, completeness or timeliness of such information. To the extent permitted by applicable law, NEITHER WE NOR ANY CONTENT PARTNER ASSUMES ANY LIABILITY FOR THE USE OR INTERPRETATION OF ANY PRODUCT OR CONTENT INCLUDING, BUT NOT LIMITED TO, SOFTWARE. EVERYTHING ON THE WEBSITE IS PROVIDED TO YOU "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS, OR TIMELINESS. YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR ANY CLAIM FOR DAMAGES RELATING TO YOUR USE OF THE WEBSITE OR THE PRODUCTS OR CONTENT PROVIDED, WHETHER ON THE BASIS OF CONTRACT, NEGLIGENCE, OR ANY OTHER BASIS, WILL BE LIMITED TO THE AGGREGATE AMOUNT OF CHARGES PAID BY YOU TO US FOR ACCESS TO THE WEBSITE DURING THE 13-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. YOU HEREBY AGREE THAT ANY CLAIM AGAINST US OR ANY CONTENT OR PRODUCT PROVIDER SHALL BE LIMITED TO THE TOTAL AMOUNT OF ANY CHARGES INCURRED BY YOU TO PURCHASE PRODUCTS ATTRIBUTABLE TO SUCH CONTENT PROVIDER. EXCEPT WHERE SUCH LIABILITY CANNOT BE EXCLUDED BY LAW, IN NO EVENT WILL WE OR OUR CONTENT PARTNERS BE LIABLE TO YOU FOR ANY CLAIM RELATING IN ANY WAY TO: (i) ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON ANY PRODUCT OR CONTENT PROVIDED ON OR THROUGH THE WEBSITE; (ii) ANY LOSS OF PROFITS, REVENUES, GOODWILL, OPPORTUNITY, BUSINESS, ANTICIPATED SAVINGS OR OTHER INDIRECT OR CONSEQUENTIAL LOSS OF ANY KIND IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE RELATING IN WHOLE OR IN PART TO YOUR RIGHTS UNDER THIS AGREEMENT OR USE OF, OR INABILITY TO USE THE PRODUCTS OR CONTENT EVEN IF WE OR OUR CONTENT PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE ACCEPT NO LIABILITY WHATSOEVER TO YOU FOR ANY CLAIM RELATING IN ANY WAY TO ANY THIRD-PARTY PRODUCT OR CONTENT. NEITHER ANY CONTENT PARTNER NOR WE MAKE ANY WARRANTY THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, SECURE, COMPLETE OR FREE OF ERROR, OR AS TO THE LIFE OF ANY UNIFORM REFERENCE LOCATOR (URL). YOU ACKNOWLEDGE THAT PROVISION OF THE WEBSITE ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA.
5.2
We do not give any warranty that the Website or any related content or application is free from viruses, errors, defects, or anything else that may have a harmful or negative effect on any computer or other technology.

6. Exclusion of liability for suppliers' goods and services

6.1
We may promote suppliers or other third parties on the Website and offer you the opportunity to buy goods and services from those suppliers or other third parties through the Website. We can accept no liability for any goods or services provided by third parties. Any goods or services that are not stated to be provided by us are provided by third parties over whom we do not have control, and you should seek full information regarding those goods or services and their appropriateness for you and your needs before contracting with the supplier or purchasing any goods or services. The suppliers will offer their own standard terms and conditions, and you should read and understand those terms and conditions before placing an order.

7. User name and password

7.1
On registering with us, you are issued with a user name and password that must be used in order to access certain restricted parts of the Website. The user name and password are personal to you and are not transferable or assignable.
7.2
Your name and password are the methods used by us to identify you and are very important. You are responsible for all information posted on the Website by anyone using your user name and password and for any payments due for services accessed through the Website by anyone using your user name and password. Information regarding any breach of security of a user name and password should be forwarded to us immediately.
7.3
You may not adapt, modify or circumvent the systems in place in connection with the Website, nor access the Website other than through normal operations.

8. Information submitted by users

8.1
We accept no liability for information supplied by any user for display on the Website, and the limitations in condition 5 above (Exclusions of liability) apply to all such information.
8.2
If you submit information for display on the Website, you hereby warrant and represent that the information is accurate, complete and up to date and that you will be solely responsible for updating or revising that information where necessary.
8.3
If you submit information for display on the Website, you hereby warrant and represent that no information is uploaded or submitted by you which is untrue, defamatory, obscene or abusive, invasive of privacy or publicity rights, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, which, without our express prior approval, contains advertising or any solicitation with respect to products or services, or which is otherwise objectionable or in breach of any applicable laws or the rights of third parties.
8.4
Any conduct by you that in our discretion restricts or inhibits any other subscriber or member from using or enjoying the Website will not be permitted. You shall not use the Website to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other online information services competitive with the Website.
8.5
You warrant that you have taken all reasonable precautions to ensure that any information you upload or otherwise submit to the Website is free from viruses and anything else that may have a contaminating, destructive or negative effect on any part of the Website, any other users, or any other technology.
8.6
We reserve the right (without limiting our rights to seek other remedies) to remove any material placed on the Website that we consider in our sole discretion to constitute a misuse of the Website or which is otherwise harmful to or not useful or appropriate for other users of the Website.
8.7
You will indemnify and hold Principa and its affiliates and their respective officers, directors and employees harmless from any and all claims, damages, losses or costs (including reasonable attorney's fees) suffered by Principa arising out of your failure to observe any of the terms of this condition 8 or any other terms of this Agreement or arising out of any of your postings and any material contained therein.

9. Payment

9.1
You shall pay within 30 days of receipt of an invoice from us, any fees incurred by you at the rates in effect when such fees are incurred. You shall also pay all applicable taxes related to charges made for the use of the Website at the same time.
9.2
If you fail to pay us within the time stipulated above, we shall be entitled to charge you interest at the lesser of 2% above the Bank of America prime rate or the maximum rate permitted under the law at the time of default. Such interest shall accrue daily and be compounded monthly. In addition, we may suspend or terminate your access to and use of the subscriber-only sections of the Website absent timely payments of all sums due.

10. Data protection and privacy

10.1
We are committed to protecting your privacy. We will collect and use information supplied by you and other users of the Website to improve the Website and personalize your experience when you visit the Website. We may also use it to tell you about changes in our services or about features we think you'll find interesting. We do not sell, trade or rent your personal information to others. We may choose to do so in the future with selected third parties provided that we will advise you of our intention to do that by email using the email address you have given us and you shall have the right to tell us not to deal with your personal information in these ways. At any time you shall always have the right and the ability through the Profile Management section of the Website to change your preferences in relation to receiving information from other parties and from us. You may also do so by sending an e-mail message to support@consultingaccountant.com or such other email address that we indicate on the Website.
10.2
Any payments made through the store on our Website are processed using VerisignTM 128-bit encryption technology to protect your privacy and give your industry-standard security. No information related to your credit card is retained by us or available to our team members.
10.3
We use cookies so that we can personalize your experience of the Website. Cookies are saved to your hard drive. If you set up your browser to reject the cookie, you may still use the Website. Some of our business partners use cookies on our Website. We have no access to or control over these cookies.
10.4
We may be compelled under law to disclose information to the government or third parties under certain circumstances, or third parties beyond our control may unlawfully intercept or access transmissions or private communications. We will also cooperate with relevant law enforcement and third parties in enforcing intellectual property trade or other controlling legal rights. Further, we may (and you hereby authorize us to) disclose any information about you to law enforcement or other government officials, as we, in our sole discretion, believe necessary or appropriate in compliance with the law. Therefore, although we use industry standard practices to protect your privacy, we do not promise, and you should not expect, that your personally identifiable information or private communications will remain private.
10.5
We may aggregate general demographic information and disclose such information in aggregate to advertisers and for other marketing and promotional purposes. However, in these situations, we do not disclose to these entities any information that could be used to personally identify you. Certain information, such as your password and credit card number, would not be disclosed in aggregate at all.
10.6
In addition, we may share or disclose personally identifiable information about you to other individuals or entities when:

  • we have your consent to share the information;
  • we need to protect our legal rights (for example, if we are trying to collect money you owe us or we are trying to enforce our User Agreement or other agreement with you);
  • we must comply with applicable laws, regulations, or legal or regulatory process; or,
  • in connection with a sale, merger, transfer, exchange, or other disposition (whether of assets, stock, or otherwise) of all or a portion of the Principa business.

11. Termination and Assignment of Your Rights to Access the Website

11.1
The Premium Content and Principa Alliance Content contained on these websites is made available to independent accounting firms that are not owned by publicly listed corporations, including corporations that intend to seek listing. You are required within 30 days of being acquired by such a corporation to notify us. On receipt of your notification we will cancel your subscription and refund the un-expired portion pursuant to condition 12.2 of this Agreement.
11.2
Subject to condition 11.1 and without prejudice to our rights pursuant to condition 11.3, you may assign by sale or otherwise, your rights to access the website to another independent accounting firm provided that firm agrees to be bound by all of the conditions described in this Agreement and that you make the necessary amendments to your Member Profile.
11.3
We may terminate your access to the subscriber and member-only sections of the Website at any time by notifying you in writing. In the event of such termination you shall have the right pursuant to condition 12.2 to a refund for the un-expired portion of subscription fees actually paid. Our right to terminate your access to the Website shall not prejudice any other legal rights we may have in relation to action against you for violation of the terms and conditions of your access to, and use of content from, the Website.
11.4
All disclaimers, indemnities and exclusions in this agreement shall survive termination of this Agreement for any reason.

12. Variation of this Agreement and Subscribers' right to Cancel Subscription and Product Refund Policy

12.1
We may vary the terms and conditions of this agreement at any time provided that registered subscribers shall be informed of such changes, whether by direct emails or by posting a revised agreement on the Website. Any use of the Website by you after such notice shall be deemed to constitute acceptance by you of such changes, modifications or additions.
12.2
A subscriber may cancel a subscription to the Website by a notification in writing and delivered by regular mail or email to the current address shown on the "Contact Us" section of the Website. It shall be the subscriber's responsibility to ensure that such written notification is sent to the correct address. We shall refund within 30 days, the un-expired portion of any subscription fee actually paid by that subscriber. The un-expired portion shall be calculated by multiplying the total subscription paid to us by the following ratio: the number of months remaining for a subscription including the month in which the subscriber notified us, divided by the total number of months for which the subscription originally applied.
12.3
A subscriber who cancels a subscription must immediately cease to use and destroy all content created by us, including but not limited to software, obtained from the site unless such content, including software, is covered by a separate license agreement signed by our authorized representative.
12.4
If you have purchased products through the Website you may, within 30 days of receipt of your shipment or within such other time that may be indicated at the time of your purchase, return any of the following items to us for any reason and we will give you a full refund (we'll also refund the shipping cost if the return is a result of our error):

  • Any book, manual or other written document in its original condition
  • Any CD, DVD, software, audio cassette tape or VHS tape.
  • Any downloadable documents or products including but not limited to stand-alone software titles, spreadsheets, presentation slides, PDF documents and Word documents.

If you return and request a refund on any product that is stored on a computer you must immediately uninstall the application or delete the product from your computer system and cease to use any and all associated material. You may not retain any copies of the said product. We can only process returns and refunds for items purchased from us.

13. General

13.1
If any provision of these terms and conditions is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the validity and enforceability of the remaining provisions of these terms and conditions shall not be affected.
13.2
We may modify these terms and conditions at any time by publishing the modified terms and conditions on the Website. Any modifications shall take effect 1 day after posting on the Website.
13.3
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

14. Governing law

14.1
These terms and conditions shall be governed by the laws applicable in the State of Nevada, U.S.A. and all applicable United States federal law and international treaties governing copyrights.
14.2
Any disputes arising out of or relating to these terms and conditions shall be referred for resolution by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The parties agree to use reasonable efforts to resolve any such dispute by informal mediation or conciliation prior to initiating any arbitration proceeding. Any arbitration shall be conducted by one arbitrator appointed pursuant to such rules, and shall be held in Reno, Nevada, USA. You agree and expressly consent to the exercise of personal jurisdiction in the State of Nevada in connection with any dispute or claim involving Principa. The arbitrator shall be authorized to award reasonable attorneys' fees and costs to the prevailing party in any arbitration. The award of any arbitration shall be final and binding, and enforceable in any court having jurisdiction over the party against which an award is sought to be enforced.

Section 15 applies to Associate Membership of the Principa Alliance. (updated on March 5th, 2003)

In addition to the terms stated in sections 1 through 14, you agree to the following.

15.1 Associate Membership Rights.

As an Associate Member of Principa, you have the non-exclusive, revocable and limited right to access content on www.principa.net that has been designated as being available to Associate Members.

This membership may only be used for the benefit of the Member and only in the manner described in this Paragraph 1. This membership may not be used to provide services to, or for the benefit of, another non-member accounting or consulting firm. These membership rights are not intended to, and should not be construed to, give the Member any ownership or proprietary rights in Principa's services, products, logos, trademarks or name, all of which shall, at all times, remain the exclusive property of Principa.

15.2 Principa's Representations and Warranties.

Principa represents and warrants that it:

(i) has the qualifications and skills to provide to the Member the services and products offered with this membership.
(ii) will provide the web access in a competent and professional manner.
(iii) is authorized to enter into this membership with the Member and to provide the services and products contemplated hereunder without the need for consent by any third party.
(iv) will keep all confidential and proprietary information belonging to the Member in strict confidence and will not disclose it to any 3rd party other than as contemplated hereunder by your membership in the Principa Alliance or as required by applicable law.
(v) can provide proof of attendance at Accountants' Boot Camp and proof of purchase of Boot Camp resource kit.

15.3 Conditions for Maintaining Membership

In addition to the obligations set forth in Paragraph 1 above, as a Member of the Principa Alliance, the Member agrees to:

(i) Maintain, at its own expense, professional liability insurance in those amounts and types sufficient to cover any claims, suits, actions, liabilities, costs and expenses that may arise from the Member's business practices.
(ii) Maintain its practice in the highest professional standard for accounting and business consultants.
(iii) Not to compete (directly or indirectly) with the activities, services or products of Principa or to use Principa's services, products and logos in a manner that is competitive with Principa.
(iv) Keep all confidential and proprietary information belonging to Principa in strict confidence and to not disclose said information to any 3rd party other than as expressly contemplated by your membership in the Principa Alliance or as required by applicable law.
(v) Indemnify, defend and hold Principa (including, its employees, directors, agents and officers) from and against all claims, losses, damages and expenses, including reasonable attorneys' fees, of any kind or nature resulting from an action or claim by a 3rd party arising out of or related to the Member.
(vi) Not to hold itself out as a member of the Principa Alliance.

All of the Materials distributed by Principa are the property of Principa and are protected by the copyright laws of the United States and international treaties. The firm or individual that invests in and receives the Materials is referred to as the "Registrant." Registrant is granted a nonexclusive license to use the Materials provided that Registrant agrees to the following:

(viii) Registrant will not reproduce any Materials except where permission to reproduce has been expressly granted by Principa.
(ix) Any reproduction or use of Materials shall be solely for the purposes of (a) implementing within Registrant's company the training provided to Registrant by Principa, (b) providing accounting, business development or consulting services to Registrant's clients except it is expressly prohibited for Registrant to use this program or any other Principa program with or for other Accounting or Consulting firms or (c) producing one archival copy of Materials other than videos and certain audio cassettes for Registrant.
(x) No modification, reverse engineering, reverse compiling or reverse assembly of the software portions of the Materials is permitted.
(xi) No rent, lease, or sublicense of the Materials is permitted.

15.4 Term & Termination.

This term of this Membership is for twelve (12) months, which term shall automatically renew for an additional 12-month period unless otherwise terminated by either party. Either party may terminate this Membership by giving the other written notice within 30-days prior to the end of term. Principa may also terminate the member's membership, immediately, if, in Principa's sole opinion, the Member has failed to satisfactorily comply with any of the conditions set forth in Paragraph 3; or the Member otherwise breaches any other terms of membership as set forth herein.

Upon termination for any reason, by either party, the terms of this agreement shall survive except that the Member shall no longer be entitled to access Principa services or products via www.principa.net, and will not be entitled to receive software or other product upgrades.

15.5 Disclaimer of Warranties/ Limitation of Liability.

PRINCIPA'S SERVICES AND PRODUCTS ARE PROVIDED TO THE MEMBER ON AN "AS-IS" BASIS. PRINCIPA MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSES (EVEN IF PRINCIPA WAS INFORMED OF ANY SAID PURPOSES). PRINCIPA ASSUMES NO RESPONSIBILITY FOR ANY LOSS OR DAMAGE [INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL (I.E. LOST PROFITS OR LOST BUSINESS OPPORTUNITIES) AND PUNITIVE DAMAGES] RESULTING FROM MEMBER'S USE OF PRINCIPA'S SERVICES, PRODUCTS, LOGOS AND/OR NAME. IN THE EVENT THAT THE FOREGOING DISCLAIMER IS FOUND INSUFFICIENT TO ELIMINATE ALL OF PRINCIPA'S LIABILITY HEREUNDER, THE MEMBER AGREES THAT UNDER NO CIRCUMSTANCES WILL PRINCIPA'S LIABILITY TO THE MEMBER HEREUNDER EXCEED AN AMOUNT EQUAL TO THE TOTAL MEMBERSHIP FEES PAID BY THE MEMBER FOR THE 12 MONTHS PRIOR TO SAID LOSS OR DAMAGE.

15.6 General Terms

  • This Agreement is made under, and shall be construed in accordance with, Nevada law. The parties agree to submit to the jurisdiction of the courts of Nevada for any matter arising from this membership or any documents related thereto. In the event of such a dispute, the prevailing party shall be entitled to receive from the other party all reasonable collection, court, accounting, attorneys' and other professional fees incurred by the prevailing party to enforce its rights hereunder.
  • This agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, legal representatives, and successors; provided, however that no Member may assign this membership to another party without the prior written consent of Principa. Principa however may assign its duties hereunder to any of its affiliates.
  • The Application for Membership, these terms and conditions (and any exhibits hereto) shall constitute the complete agreement and understanding of the parties with respect to membership in the Principa Alliance, and supersede all prior and contemporaneous representations and/or agreements. Principa reserves the right to make commercially reasonable changes to the services, products and the membership at its discretion with 10 days notice to the member.
  • If any provision of this membership agreement shall be determined by a court of competent jurisdiction to be invalid, unlawful or unenforceable, then such provision shall become void and severable from the remaining provisions, which remaining provisions shall continue to be binding upon the parties hereto and continue in full force and effect.
  • Nothing in the membership shall constitute, or be construed to constitute, member and Principa as an agent, employee, or partner of the other, nor shall this membership be construed as a joint venture or a franchise.
  • A waiver by any either party to any breach or default by the other party under this membership agreement shall not be considered a waiver of any subsequent breach or default of the same or other provision hereunder or of any other rights possessed by the waiving party under this membership agreement.
  • This membership agreement may be executed in several counterparts and by original or facsimile signature, each of which part and signature will be deemed original, all of which will constitute one and the same instrument.
  • All notices to be provided under this membership agreement to any party shall be in writing and shall be deemed effectively delivered: (1) upon personal delivery to the addressee; or (2) 5 days after mailed by certified or registered mail, postage pre-paid, addressed to the intended recipient at the last address provided by the recipient.
  • The Member agrees to do and perform any and all further acts that Principa may deem reasonably necessary or advisable to accomplish the purpose of membership in the Principa Alliance.