Terms & Conditions

Updated August 1, 2024

These Terms & Conditions are entered into by and between Professional Reporting Services, LLC, a Wyoming limited liability company (“PRS,” “we” or “our”) and you (“you” or “your”). You and PRS may also be referred to individually as a “Party” and, collectively, as the “Parties.”

IT IS ESSENTIAL THAT YOU READ THESE TERMS AND CONDITIONS

AS THEY DESCRIBE AND, IN SOME CASES, LIMIT YOUR RIGHTS.

YOUR USE OF THIS SITE AND THE SERVICES INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT.

THE BOIR’S ARE AN IMPORTANT SERVICE WE PROVIDE. BUT, OUR AFFILIATES AND OTHERS ALSO PROVIDE VALUABLE AND IMPORTANT SERVICES FOR WHICH YOU MAY HAVE A NEED OR AN INTEREST. BY ACCEPTING AND AGREEING TO THESE T&C’S YOU ARE OPTING-IN TO PERMIT US AND OUR AFFILIATES TO PROVIDE YOU WITH SUCH INFORMATION AND FOR OTHERS WITH WHOM WE WORK TO DO THE SAME.

PRS owns and operates the website “BOISubmission.com,” “BOISubmissions.com” and such other related online websites and applications as we may create and with which we may partner (collectively, the “Site”) for Companies who desire PRS to assist them in filing a Beneficial Ownership Information Report (“BOIR”) as required by federal law (collectively, the “Services”).

These Terms & Conditions (“T&Cs”) set out the terms and conditions on which we make the Site and, should you choose to become a Client, the Services available to you (collectively with the documents referred to herein, this “Agreement”).

Your use of the Site (including becoming a client) indicates that you accept the T&Cs.
If you do not accept the T&Cs, do not use the Site or become a client.

We may revise this Agreement at any time by updating this posting on the Site. You should check the Site from time to time to review the current version of these T&Cs because they are binding on you. Certain provisions in this Agreement may be superseded by expressly designated legal notices located on particular pages of the Site.
The Site and the Services shall be collectively referred to herein as the “Services.”

Any rights not expressly granted in these terms are reserved.

TERMS & CONDITIONS

1.
















DEFINITIONS

In addition to such definitions as are included in this Agreement, the following terms shall have the meanings provided herein.

“Affiliate” of a Party means (1) any corporation, partnership, trust or other entity controlling, controlled by or under common control with such Party; (2) any executive officer, director, trustee or general partner of any Party described in (1) above; or (3) any spouse, lineal ancestor, lineal descendant or member of the household of such Party. For purposes of this definition, the term “control” shall mean the control or ownership of fifty percent (50%) or more of the voting securities in the Party referred to.

“Cause” means a violation of these T&Cs and/or, in the sole discretion of PRS, a past or imminent violation of any applicable law, rule or regulation.

“Client” is any company who engages us to provide the Services by paying the Service Fee.

“Client Resources” means videos, publications, documentation, websites, apps or other information benefits that are available to Clients.

“Documentation” means any websites, manuals, videos, documentation, emails and other supporting materials related to the Services including Client Resources. Documentation is considered part of the Services.

“Personal Information” means the contents of your profile including names and contact information.

“Technology” means any software, code or device that uses or processes the foregoing, or any invention (whether or not registered).

“Your Data” means all Personal Information input or uploaded to the Site by you.

2.














AGREEMENT TO BE BOUND

You agree to be bound by this Agreement by your use of the Site and Services. If you do not agree with or do not wish to be bound by any provision hereof, cease using the Site and the Services immediately.

3.














THE SERVICES, IN GENERAL

3.01







The Services include the Documentation and such additional services and support as PRS may, in its sole and absolute discretion, provide.

3.02





PRS may, from time to time, make modifications and/or upgrades to its software and systems; though PRS is not obligated to do so.
Such modifications and/or upgrades may alter, limit or eliminate certain features of the Services.

3.03





We may, in our sole discretion, restrict or terminate your access to and/or use of the Services or terminate this Agreement in its entirety with you without prior notice.

3.04




Responsibility for the security of any passwords issued rests solely with you and you are responsible for all actions taken with your username and password. You specifically agree that PRS is NOT responsible for and shall not be liable for any unauthorized access to your account and information due to unauthorized access to your username and password.

4.













YOUR USE OF THE SERVICES

4.01






You may use the Services by paying the Service Fee as indicated on the Site.
Payment is an independent secure payment portal.
The full fee is shown and includes taxes and fees.
The Service Fee is non-refundable except in the event we determine that the Services offered through the Site are not appropriate for your circumstances, in which event we will refund you 100% of the Service Fee.

4.02




You will:

(a)




be responsible for your compliance with this Agreement;

(b)




use reasonable efforts to prevent unauthorized access to the Services and Client Resources,
and notify PRS promptly of any such unauthorized access or use;

(c)





use the Services only in accordance with the Documentation and all applicable laws and regulations; and

(d)




be solely and exclusively responsible for the security of the usernames and passwords issued to you, and PRS shall be entitled to rely on the authority of any person using the username and password in providing information to and taking all actions that the authorized user would be entitled to take or direct. You expressly agree that PRS shall not be liable for any loss, injury or damage that may result from the aforementioned reliance.

4.03




You will not, directly or indirectly:

(a)




provide information in connection with the Services which you know to be false, have no reason to believe are true or should reasonably know are incomplete and/or false;

(b)




make the Services and/or the Client Resources available to or use the Services and/or the Client Resources for the benefit of anyone other than yourself;

(c)





sell, resell, license, sublicense, distribute, rent and/or lease the Services and/or the Client Resources, or include the Services and/or the Client Resources in a service bureau or outsourcing offering;

(d)




use the Services to store or transmit malicious code or any illegal matter;

(e)





interfere with or disrupt the integrity or performance of the Services and/or any data contained therein;

(f)







attempt to gain unauthorized access to the Services or Client Resources or any related systems or networks;

(g)




hack or attempt to hack the Services;

(h)





upload content that is inappropriate, as determined by PRS in our sole and absolute discretion, onto our servers;

(i)







permit direct or indirect access to or use of the Services or the Client Resources in a way that circumvents a contractual usage limit, if any;

(j)







copy the Services or the Client Resources or any part, feature, function or user interface thereof;

(k)





frame or mirror any part of the Services or the Client Resources other than as permitted in the Documentation;

(l)







access, reproduce, record or copy the Services and/or the Client Resources in order to build a competitive product or service; and/or

(m)


reverse engineer, disassemble or decompile the Services or the Client Resources.

4.04




PRS uses appropriate measures in accordance with generally accepted industry standards to (i) protect against any anticipated threats or hazards to the security or integrity of Your Data (including call records); and (ii) protect against unauthorized access to Your Data.

5.













ACCESS

5.01






While we endeavor to ensure that the Site is available 24 hours a day, we shall not be liable if, for any reason, the Site is unavailable at any time or for any period.

5.02




Access to the Site may be suspended temporarily and without notice in the case of a system failure, maintenance or repair or for any reasons beyond our control.

5.03




Any information about you that we process will be collected and processed in accordance with our privacy policy (https://www.BOISubmissions.com/privacy-policy/). By using the Site and Services, you consent to such collection and processing.

5.04




You may not misuse the Site or Services (including, without limitation, by hacking).

5.05




We will cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity of or locate anyone posting any material in breach of this Agreement.

6.













TITLE

6.01






PRS owns or licenses all rights, title and interest in and to the Site, Services, Client Resources, Technology as well as any trademarks, copyrights (including, without limitation, photographs and graphical images), trade secrets and inventions, whether or not any of the foregoing are registered, and any ideas, suggestions, proposals, research or test results obtained through, from or as a result of your use of the Site, the Services and/or feedback provided by you regarding the Services (collectively, “PRS Assets”). Your rights to the Site and Services are limited to the rights expressly granted to you in this Agreement. PRS reserves all rights not expressly granted in this Agreement. You agree that you shall not attempt to claim, register or protect any interest in or to the PRS Assets.

6.02




Without limiting the foregoing, Technology included within or used in connection with the Site and/or Services shall at all times be the sole and exclusive property of PRS.

6.03




Your use of the Site and Services does not transfer or grant any rights in any PRS Assets. Client expressly waives and disclaims any interest whatsoever in the PRS Assets.

7.














CONTENT

7.01







If there is an error in your BOIR due to us, we will correct it at no charge.
If there is an error in the BOIR due to incorrect, incomplete or misleading information provided by you, we will correct for an additional charge to be determined on a case-by-case basis by us and, in such event you may decide, in your sole discretion, whether to have us fix the error, make the correction yourself or engage another third-party to handle the issue.

7.02





Upon filing your BOIR and subject to Section 9.05, all information you have provided will, at your election (as indicated in your registration), be:

(a)




returned to you;

(b)




deleted; or

(c)





retained in case either (1) it is determined there was an error and the information is required to correct the error or (b) there is a change in the information and an updated BOIR must be filed and you elect to engage PRS to file such an updated BOIR.
If you chose this option, you can advise us at any time in writing at [email protected] to either return the information or delete it.

7.03





While we endeavor to ensure that the information on the Site is correct, we do not warrant the accuracy or completeness of such material. We may make changes to the material on the Site at any time and without notice. The material on the Site may be out of date, and we make no commitment to update such material.

7.04





All information to be provided by you in connection with the Services shall be uploaded to a secure server independent and not under the control of PRS.
For more information about such server, write to [email protected].

7.05





THE CONTENTS OF THE SITE ARE PROVIDED “AS IS,” AND WE PROVIDE NO WARRANTIES IN RESPECT OF SUCH CONTENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.

7.06





Links to third-party websites are provided by us solely for your convenience. If you use these links, you leave the Site. We have not reviewed any of such third-party websites and do not control and are not responsible for their content, security or availability. We do not, therefore, endorse or make any representations about them, any material found on such sites or any consequences of viewing or using such websites. If you decide to access any of the third-party websites linked to the Site, you do so entirely at your own risk and agree that PRS shall not be liable for any loss, injury and/or damages you may suffer and/or experience as a result of accessing the third-party website.

7.07





You are permitted to view, print and download extracts from the Site for your own use provided:

(a)




no documents or related graphics on the Site are modified in any way;

(b)




no graphics on the Site are used separately from the corresponding text; and

(c)





our copyright notices and this permission notice appear in all copies.

7.08





Subject to the following, no part of the Site may be reproduced or stored on any other website or included in any public or private electronic retrieval system or service without our prior written permission.
If you would like to link to the Site, you may do so provided:

(a)




you do not replicate any page of the Site;

(b)




you do not remove, distort or otherwise alter the size or appearance of any logos used by us on the Site;

(c)





you do not create a frame or any other browser or border environment around the Site;

(d)




you do not in any way imply that we are endorsing any products or services other than our own;

(e)





you do not misrepresent your relationship with us or present any other false information about it;

(f)







you do not otherwise use any trademarks owned by PRS (whether these are registered or unregistered) which are displayed on the Site without our express written permission;

(g)




you do not link from a website that is not either owned by you or under your account (e.g., your social media account); and

(h)





your website does not contain content that we, in our sole discretion, consider to be distasteful, offensive or controversial, an infringement of any intellectual property rights or other rights of any other person or which does not otherwise comply with all applicable laws and regulations.

8.













DISCLAIMER

8.01






To the maximum extent permitted by law, we hereby disclaim and you hereby waive any claims against and agree to not sue PRS, its Affiliates and their respective owners, principals, officers, employees, contractors, agents and vendors (collectively, “PRS Parties”) based on, relating to or arising from the use, inability to use or results of the use of the Services, any websites linked thereto and any materials posted thereon including, without limitation any liability for:

(a)




information provided to us by you or on your behalf in connection with the Services;

(b)




errors in the BOIR based on information provided to us by you or on your behalf;

(c)





subject to Section 7.01, there are bugs, errors or inaccuracies in the Site or the Services;

(d)




fines or any other loss of, including but not limited to, income or revenue, profits, contracts, data or goodwill, resulting from (1) your becoming a Client less than thirty (30) days before the due date of your report and/or (2) late filing due to your providing information or responding to our inquiry(ies) on an untimely basis;

(e)





any unauthorized person uses your username and/or password to access the Services with any result, including making changes in authorizations and/or loss of tickets or awards;

(f)







the Site is totally or partially inoperative or inaccessible;

(g)




use of the Services;

(h)





viruses or other malicious software are transferred to your computer or other device by using the Site or Services;

(i)







third-party content, actions or inactions on or with respect to the Site or Services;

(j)







a suspension or other action taken with respect to your account by us;

(k)





modification or deletion of certain features from the Site;

(l)







deletion, corruption or destruction of any of Your Data; and/or

(m)


for any other loss, injury or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable including emotional distress or personal injury resulting therefrom.

9.













CONFIDENTIAL INFORMATION

9.01






PRS acknowledges that, in connection with this Agreement, it will have access to and/or be given by or on behalf of the Client information which is expressly designated “Confidential” or would be understood by a reasonable person to be confidential (collectively, “Confidential Information”).

9.02




Confidential Information of a Party shall remain the sole and exclusive property of such Party except as to Confidential Information which, by its nature and usage, is or becomes the joint Confidential Information of both Parties. The Parties agree that even if not so marked, all client lists, work product, know-how and methodologies are Confidential Information of the respective Party.

9.03




PRS agrees to not use, disclose, distribute or disseminate, or allow others to use, disclose, distribute or disseminate Confidential Information of the Client except as reasonably required to provide the Services.
PRS agrees that all persons engaged in providing Services to the Client, whether an employee or contractor of PRS, shall have been advised of the confidential nature of Client’s information and shall be under an agreement of confidentiality with respect thereto no less stringent than this Agreement. The PRS shall use at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information, but in no event less than reasonable care.

9.04




The foregoing restrictions will not apply to information that the PRS can demonstrate (i) was known to the PRS at the time of disclosure to the PRS by the Client as shown by the files of the PRS in existence at the time of disclosure other than as a result of a violation of an obligation of confidentiality to the Client; (ii) has become publicly known through no wrongful act of the PRS; (iii) has been rightfully received by the PRS from a third-party authorized by the Client to make such disclosure without restriction or without an obligation of confidentiality to the Client; (iv) has been approved for release by written authorization of the Client; or (v) has been independently developed by the PRS without any use of Confidential Information and by employees or other agents of the PRS. In addition, each Party shall be entitled to disclose the other Party’s Confidential Information to the extent such disclosure is requested by the order or requirement of a court, administrative agency or other governmental body provided that the Party required to make the disclosure shall provide prompt, advance notice thereof to enable the other Party to seek a protective order or otherwise prevent such disclosure.

9.05




All Confidential Information shall be surrendered to the Client upon the request of the Client; provided, however, that Confidential Information may be retained by the PRS to the extent that retention of such Confidential Information is necessary to comply with its internal document retention policies aimed at legal, corporate governance or regulatory compliance and any such retained Confidential Information shall remain subject to the disclosure and use restrictions set forth herein, notwithstanding any termination of this Agreement. The PRS shall not be deemed to have retained or failed to return or destroy any Confidential Information if Confidential Information received or stored in digital format is deleted from local hard drives and/or off-site storage so long as no attempt is made to recover such Confidential Information from servers or back-up sources, provided that any such retained Confidential Information shall remain subject to the disclosure and use restrictions set forth herein, notwithstanding any termination of this Agreement.

10.











INDEMNIFICATION

10.01




Client and their successor(s)-in-interest (collectively, “Client Indemnitors”) agree to and shall indemnify, defend and hold harmless the PRS Parties (with legal counsel reasonably acceptable to PRS Parties) from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of them arising from (a) any misrepresentation by, or breach of any covenant or warranty of Client contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by Client hereunder; (b) any violation of this Agreement by Client; (c) any suit, action, proceeding, claim or investigation against PRS Parties which arises from or which is based upon or pertaining to (i) Client’s acts or omissions including disclosure of information to PRS, (ii) the Services, (iii) the unauthorized use of the Client’s username and/or password including to make any changes, revisions and/or modifications; and (d) any matter with respect to which you waive any claims, as provided in Section 8.

10.02


If Client Indemnitors shall have an indemnification, defense and hold harmless obligation, as above provided, and shall fail to assume such obligation, then the respective indemnitees shall have the right, but not the obligation, to assume and maintain such defense (including reasonable counsel fees and costs of any suit related thereto) and to make any settlement or pay any judgment or verdict as such indemnitees, in its/their sole and absolute discretion, deem necessary or appropriate; such costs of settlement, payment, expense and costs, including reasonable attorneys’ fees, to be reimbursed by the Client Indemnitors upon demand by the respective indemnitees.

11.













REPRESENTATIONS & WARRANTIES

11.01






You represent and warrant that:

(a)




you are 18 years of age or older and capable of entering into and agreeing to be bound by this Agreement;

(b)




your entering into the agreement represented by these T&Cs is not and does not cause a violation of or conflict with any other agreement to which you are a party;

(c)





you are solely responsible for compliance with local laws in connection with your use of the Services;

(d)




you understand that you do not need a third-party to file a BOIR, that you can file it yourself at no cost and that you, nevertheless, choose to use our Services to file a BOIR for the company indicated;

(e)





you understand that we can complete our Services only if and when you deliver to us the information requested by us in the checklist to be provided once you have paid the Service Fee; and

(f)







you understand that all information provided by Client is to be uploaded to a secure server independent of and not under the control of PRS.
For more information about such server, write to [email protected].

11.02




You are using the Services with no intent to broadcast, republish, misrepresent, edit, copy, display or in any way use the Services for any purpose other than in connection with your professional practice.

12.











TERM

12.01




The Services shall commence upon payment by you of the Service Fee provided, however, we cannot complete the Services until you have delivered to us the information requested by us in the checklist to be provided once you have paid the Service Fee.
The Services and this Agreement shall end when a BOIR is filed for the Client who paid the Service Fee or for which the Service Fee was paid.

12.02


You may terminate this Agreement at any time by written notice to [email protected]. You will not receive any refund, credit or allowance for the Service Fee.

12.03


PRS may terminate the Services and/or this Agreement at any time upon written notice. If we terminate the Services and this Agreement without Cause or because we, in our sole discretion, determine that our Services are not appropriate in your circumstances, the Service Fee will be refunded in full.
If we terminate with Cause, the Service Fee shall not be returned, refunded or credited to you.
In the event you dispute PRS’ determination of Cause, such dispute shall be addressed as provided in Section 12 provided that your sole and maximum remedy shall be a refund of the Service Fee; and in no case will you be entitled to damages resulting from any such termination.

13.











GOVERNING LAW; DISPUTE RESOLUTION

13.01




This Agreement will be governed by and interpreted in accordance with the laws of the State of Florida,
without giving effect to any principles of conflict of laws.

13.02


Arbitration.

(a)




Amicable Dispute Resolution. In the event of a dispute between the Parties hereunder (each, a “Dispute”) that cannot be settled amicably, such Dispute shall be resolved by arbitration, as provided herein below. Notwithstanding the foregoing, nothing in this section shall prevent a Party from seeking interim injunctive or other equitable relief in any court of competent jurisdiction to preserve the status quo or to prevent irreparable harm pending resolution of any Dispute.

(b)




Procedure. Any claim, dispute or controversy arising out of or relating to this Agreement and not resolved amicably shall be submitted by the Parties to binding arbitration in Miami, Florida, by a single (1) arbitrator in accordance with the rules of the American Arbitration Association (“AAA”), governed by the laws of the State of Florida. Each Party shall have full rights of discovery in any such proceeding.

(i)




Decision Final. The Parties agree to exercise their respective rights under AAA Rules to cause any arbitration proceeding under this section to be finalized and a decision rendered by the arbitrator as soon as reasonably practicable, but in no event more than six (6) months after commencement of such arbitration proceeding.

(ii)


Confidentiality. Except as otherwise required by law, the Parties and arbitrator shall maintain as confidential all information and documents obtained during the arbitration process, including the resolution of the dispute.

(iii)
Jurisdiction. Each Party irrevocably and unconditionally (i) consents to the jurisdiction of any such proceeding and waives any objection that it may have to personal jurisdiction or the laying of venue of any such proceeding; and (ii) knowingly and voluntarily waives its rights to have disputes tried and adjudicated by a judge and jury except as otherwise expressly provided herein.

(iv)
Final Judgment. Any award rendered by the arbitrator(s) shall be final and binding upon the Parties. Judgment upon the award may be entered in any court of competent jurisdiction.

(c)





Equitable Relief. Notwithstanding anything to the contrary in this Agreement, a breach of this Agreement may cause irreparable harm to the affected Party for which monetary damages are not a sufficient remedy. In such event, the affected Party may, without waiving any other rights or remedies and without posting a bond or other security, seek an injunction, specific performance or other equitable remedy.

(d)




In the event of a request to a court of competent jurisdiction for equitable relief, THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO CONSENTS TO SERVICE OF PROCESS BY CERTIFIED MAIL AT ITS ADDRESS LISTED HEREIN.

13.03


You agree that you may bring a claim against PRS only in your capacity as an individual User, not as the member of or participant in any group or class.

13.04


The non-prevailing Party in any arbitration or court proceeding shall pay the other Party’s costs and expenses (including reasonable attorneys’ fees) and reimburse the other Party for its portion of the arbitration costs. In the event that neither Party wins the arbitration totally, reimbursement shall be made proportionally in accordance with the AAA Rules. If a Party fails to proceed with arbitration, unsuccessfully challenges the arbitration award, or fails to comply with the arbitration award, the other Party shall be entitled to costs, including reasonable attorneys’ fees and disbursements, for having to compel arbitration or defend or enforce the award.

13.05


The exercise of any right or remedy herein provided shall be without prejudice to any other right or remedy provided herein, at law, or in equity.

14.











LIMITATION OF LIABILITY

To the extent permitted by law, in no event shall PRS have any liability to you for any indirect, special, incidental, punitive, or consequential damages (including for loss of profit, revenue or data) arising out of or in connection with the Services or this Agreement, however caused, and under whatever cause of action or theory of liability brought (including under any contract, negligence, indemnification or other tort theory of liability) even if advised of the possibility of such damages. To the extent permitted by applicable law, PRS’ total cumulative liability to you or any third-party arising out of or in connection with the Services or this Agreement, from all causes of action and all theories of liability, will be limited to and will not exceed the Service Fee paid by you to us. The Parties agree that this section represents a reasonable allocation of risk.

15.











NOTICE

All notices upon you shall be effective when posted to the Site and/or sent by email to the email address you used when you registered or as you subsequently modified it.

All notices to PRS must be in writing and delivered in person, or sent by registered or certified mail or nationally or internationally recognized overnight courier, with all fees prepaid to PRS at the address indicated below or as subsequently modified by PRS or by email.
A copy of any such written notice must be emailed to us for the written notice to be effective, but the email shall not, itself, serve as notice.

PRS:








Professional Reporting Services, LLC

1717 N. Bayshore Drive, Suite 213

Miami, Florida 33132

Email: [email protected]

Either Party may, at any time, change its mail or delivery address by giving the other Party written notice.

The effective date of any written notice personally delivered or sent by a recognized overnight courier shall be the date of receipt if received on the recipient’s business day, otherwise the next business day of the recipient. The effective date of any email notice shall be the next business day after the email is sent.

16.











MISCELLANEOUS

16.01




No Waiver.

No waiver by PRS of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by PRS in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

16.02


No Third-Party Beneficiaries.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors, heirs, personal representatives and assigns. Subject to the foregoing sentence, this Agreement is for the exclusive benefit of the Parties and there shall be no third-party beneficiary to any of the provisions of this Agreement except the indemnitees (other than the Parties) described herein.

16.03


Independent Contractor.

PRS is and will be deemed to be an independent contractor with respect to you in regard to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between PRS and you.

16.04


Assignment.

You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. PRS may assign this Agreement, in part or whole, without your consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or equity. Subject to the foregoing and Section 16.02, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

16.05


Amendment.

PRS may amend this Agreement at any time, in its sole and absolute discretion. Your continued use of the Services after the effective date of any such modification shall be conclusive evidence of your consent to be bound by such modification.

16.06


Force Majeure.

Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, communication line failure, governmental orders (including quarantines and business closures) and power failures.

16.07


Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

16.08


Interpretation.

If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any Party as the drafter. This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling.

For purposes of this Agreement: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “but not limited to” or “without limitation” which shall have the same meaning; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole.

16.09 Headings.

The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. References to “Section” mean a section of this Agreement.

16.10 Entire Agreement.

This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior understandings and agreements, whether oral or written, between the Parties with respect to the subject matter of this Agreement.

16.11 Survival.

Those provisions of this Agreement that by their terms or sense are intended to survive termination or expiration of this Agreement will survive and remain in full force and effect, including, without limitation, Sections 6 and 8 through 15.