PROCESSFAST, LLC / OPS INSIGHTS TERMS OF USE

Effective Date: December 8, 2022

These Terms of Use (“Terms” or “Terms of Use”) are entered into by and between you and ProcessFast, LLC (together with our officers, directors, employees, contractors and agents, “ProcessFast,” “we” or “us”) and govern your use the Platform and the Services (each as hereinafter defined).

PLEASE READ THESE TERMS OF USE AND ALL APPLICABLE SUPPLEMENTAL TERMS CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH YOUR USE OF THE WEBSITE AND SERVICES. BY ACCESSING OR USING THE PLATFORM OR SERVICES, OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS OF USE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US AND HAVE THE AUTHORITY TO DO SO EITHER ON YOUR OWN BEHALF OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THAT YOU RESIDE IN THE UNITED STATES OR ANY OF ITS TERRITORIES, AND THAT YOU HAVE READ AND UNDERSTAND, AND ACCEPT AND AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY, THESE TERMS IN FULL. IF YOU DO NOT AGREE TO THE TERMS, OR IF YOU OTHERWISE DO NOT MEET THE FOREGOING REQUIREMENTS IN ANY WAY, YOU MAY NOT ACCESS OR USE THE PLATFORM OR SERVICES.

  1. OUR PLATFORM AND SERVICES; ABOUT THE TERMS

Our “Platform” means any website owned or operated by ProcessFast (including the website currently located at app.opsinsights.com, OpsInsights.com, ProcessFast.com and others) and any and all features, functionality, tools and content available on or through each such website other than the Services (collectively, the “Website”); any downloadable application (including, a mobile application) owned or operated by ProcessFast, through which access to the Services is available (“Apps”); and any and all other technology through which ProcessFast provides the Services.

Our “Services” refer to the products and services offered on or through the Platform from time to time, including but not limited to “Ops Insights”, our proprietary software platform providing customizable reporting, data science and analytics for title agents and underwriters, and “Title Industry Integration API”, our proprietary one-to-many application protocol interface that facilitates customized connections (each, a “Connector”) between ProcessFast customers’ internal data platforms and systems (their “Customer Systems”) and databases owned and controlled by title companies (“Title Companies”) allowing for certain data and documentation transfer, extraction, and insertion actions between them.

Your access to and use of the Platform and Services is governed by these Terms of Use and the user guides, documentation, policies and rules referenced herein, posted on the Platform, or otherwise communicated to persons who use or access the Platform (“Users”). Certain parts of the Platform or aspects of the Services may be subject to additional terms and conditions, including as set forth in Section 10 of these Terms and as otherwise presented to you on or through the Platform or in connection with the Services (“Supplemental Terms”), which are also incorporated and deemed part of these Terms of Use, as applicable. If there is a conflict between these Terms of Use and the Supplemental Terms, the Supplemental Terms control. We may amend the Terms, at any time and without prior notice; in such cases, we will post the updated version on the Platform and update the Effective Date at the top of the Terms.  By continuing to use one or more of the Platform and Services after we have posted an updated version of the Terms, you agree to be bound by the amended Terms.  If the amended Terms are not acceptable to you, your only recourse is to stop using the Platform and Services. No other amendment to the Terms will be binding on ProcessFast unless it is in writing and signed by an authorized representative of ProcessFast.

  1. ACCESS AND USE

Subject to your compliance with the Terms and timely payment of all related Charges (as defined below), ProcessFast grants you limited non-exclusive, non-transferable, non-assignable and non-sublicensable access to use the Platform and Services solely as provided by ProcessFast and in the manner permitted by the Terms. In order to use the Services, you must register for a ProcessFast account (as set forth in more detail below in the “Accounts” section below); and provide and maintain complete, accurate and up-to-date account information. If your purchased Services includes use of an App, you must download the App on your smartphone or other mobile device. We reserve the right to modify or discontinue the Platform or Services, in whole or in part, at any time, for any reason or no reason, with or without notice to you.  We may develop and provide upgrades, bug fixes, patches and other error corrections and/or new features, functionality, tools or content (collectively, “Updates”) for Apps. All Updates are part of the applicable App and subject to the Terms. If you do not promptly download and install all Updates, portions of the applicable App may not properly operate.  

  1. ACCOUNTS

You must register for a user account to use our Services.  You agree to provide complete, accurate and up-to-date information during the registration process and to update such information as necessary to ensure that it remains complete, accurate and up-to-date, to safeguard and not disclose your username or password to any third party, and to immediately notify ProcessFast of any unauthorized use of your account.  You are responsible for any activities or actions on or through your account, whether or not you have authorized such activities or actions. We are not liable for any loss or damage arising from your failure to comply with the above requirements.

Corporate clients are entitled to one designated administrator account (the “Client Admin”), which shall have authority to designate individuals eligible to sign up for subaccounts and access to manage and view activities associated with the subaccounts registered to that client. (For simplicity, both accounts and subaccounts will be referred to hereafter as “accounts.”) No account may be accessed or used by more than one person at a time.

  1.  FEES AND PAYMENT TERMS

By purchasing one or more of the Services through the Platform, you agree to pay all applicable charges, taxes, fees, and other amounts we bill you or that are accepted or processed on, through, or in connection with your Platform account by you (or on your behalf or at your direction) from time to time, including any additional fees that may apply based on the applicable package(s) and feature(s) of the Services that you select, as disclosed on the Platform’s “cart” or “checkout” page for your Services purchase transaction (collectively, “Charges”). You understand and agree that you are required to maintain a valid payment method (e.g., credit card) on file within your Platform account at all times to process applicable Charges (“Designated Payment Method”). By submitting such Designated Payment Method information, you authorize us to bill all Charges to such Designated Payment Method and affirm that you have the authority to approve all Charges to that Designated Payment Method. If ProcessFast is unable to successfully charge your Designated Payment Method for Charges due, or if your account is otherwise not paid in full when due, we reserve the right to restrict or suspend access to your account, or terminate your account (including any subaccounts associated with your account). If ProcessFast is required to pay any taxes based on or in connection with your purchase or use of the Services, other than taxes based on ProcessFast’s income, then such taxes will be billed to your Designated Payment Method and paid by you.

Except as expressly set forth in the Terms, and except when required by law, we may modify the fees for the Services at any time, and all Charges are nonrefundable.

Subscriptions and Free Trials

Some parts of the Services are billed on a subscription basis ("Subscription(s)"). You will be billed for all Subscriptions in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription (“Monthly Subscription(s)” and “Annual Subscription(s)”, respectively).  Any Subscription fee change will become effective at the end of the then-current Billing Cycle. We will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

We may, at our sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by us until the Free Trial has expired. Please make a note of when your Free Trial will expire as you may not receive additional notice prior to the automatic charge if you do not cancel before the Free trial period expires.  Free trials are limited to one per customer.  If you attempt to register for a second free trial offer, ProcessFast will automatically charge your Designated Payment Method in accordance with these Terms.

Automatic Renewal of Subscriptions

     At the end of each Billing Cycle (or, if applicable, on the first business day after expiration of your Free Trial period), your Subscription will automatically renew under the exact same conditions, and your Designated Payment Method will be automatically billed for the applicable Charges for the type of Subscription you have selected, until you or we cancel it.

Cancellation of Subscriptions

You may cancel a Subscription either through your online Platform account management page or by contacting our customer support team at ClientSuccess@ProcessFast.com. All Subscription cancellations require ninety (90) days’ prior notice to ProcessFast.

  1. USER CONDUCT GUIDELINES

You warrant that you shall not, directly or indirectly, attempt to or actually: access or use the Platform or Services to violate any laws or regulations or infringe the rights of any third party (including intellectual property, privacy or publicity-related rights); access, copy, distribute, share, publish, use, store or prepare derivative works from any Platform content for purposes that are inconsistent with the Terms, or lease, distribute, license, sell or otherwise commercially exploit or transfer or grant rights in or to the Platform or Services to any third parties; circumvent our systems (including by attempting to access or use the Platform or Services if you have been temporarily or permanently prohibited or blocked from using the same); interact with the Platform or Services by “scraping,” “crawling” or “spidering” the Platform or Services by any other means and other than through the currently available, published interfaces that are provided by ProcessFast; use, display, mirror or frame the Platform or Services in whole or in part, or any ProcessFast Marks or other proprietary information, without ProcessFast’s express written consent; interfere with, disrupt, damage or compromise the Platform or Services or our systems or the access of any User; attempt to reproduce, decipher, decompile, disassemble or reverse engineer any of the code or software used to provide the Platform or Services; or otherwise abuse the Platform or Services or breach the Terms.

ProcessFast reserves the right to monitor access to or use of the Platform or Services by any User, and to investigate and prosecute all reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law. You agree to cooperate with and assist ProcessFast or its representative in good faith, in any such investigations, including by providing us with such information as we may reasonably request.

  1. ACCOUNT TERMINATION, SUSPENSION AND CANCELLATION

If you wish to terminate your account, you may simply discontinue using the Platform and/or Services (and, if you have purchased one or more Subscription(s), canceling the applicable Subscription(s) as set forth in these Terms).

We may, in our discretion, without liability to you and without limiting our other remedies, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your account and take technical and legal steps to prevent you from using our Platform and Services at any time for any reason, including but not limited to your failure to comply with the Terms, or for no reason (in which case you will be entitled to a pro rata refund of any prepaid fees, less any unbilled Charges incurred prior to the effective date of termination). If ProcessFast has suspended your account due to your actual or suspected breach of the Terms, such suspension will continue until the suspected breach is cured or otherwise resolved to ProcessFast’s reasonable satisfaction. When an issue arises, we reserve the right to consider such User’s performance history and the specific circumstances in applying our policies and making related determinations.

If you terminate your account for any reason, or if we terminate your account due to your breach of the Terms, such termination will be effective immediately, and you will be immediately billed for any unbilled Charges incurred prior to the effective date of termination.  You will not receive a refund for any amounts you already paid for that billing period.  Further, you agree to reimburse us for any collection costs and interest for any overdue amounts.

  1. INTELLECTUAL PROPERTY OWNERSHIP AND CONFIDENTIAL INFORMATION

IP Ownership

The Platform and Services, including the Website and Apps, and all features, functionality, tools and content thereof, are protected by copyright, trademark, patent and other laws of the United States.  You acknowledge and agree that as between you and ProcessFast, the Platform, the Title Industry Integration API, and the other Services, all associated documentation, and all intellectual property rights therein, and all trade names, logos, and other trademarks and service marks associated with ProcessFast (the “ProcessFast Marks”) are the exclusive property of ProcessFast (together with the ProcessFast Marks hereinafter defined, the “ProcessFast IP”).  You shall not remove, alter or obscure any ProcessFast Marks, patent marking, or other proprietary rights notices incorporated in or accompanying the Platform or Services, or use the ProcessFast Marks without our prior written consent. No licenses or rights are granted to you by implication or otherwise in or to any ProcessFast IP or any other intellectual property rights owned or controlled by ProcessFast or its licensors, except as expressly provided in the Terms.  All rights not expressly granted to you by the Terms are hereby reserved by ProcessFast.

By uploading, sharing or storing content on or through the Platform or Services (as provided or made available or caused to be made available by you through the Platform or Services, “Your Content”), you hereby grant ProcessFast a worldwide, non-exclusive, transferable, sublicensable, royalty-free right and license to use, copy, reproduce, process, adapt, modify, distribute, post, broadcast, publicly perform, publish and display Your Content in any and all media as necessary to provide the Services to you and otherwise operate the Platform, including for product development and de-bugging purposes. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to Your Content, and that neither Your Content, nor ProcessFast’s use of Your Content as contemplated by these Terms, will infringe, misappropriate or violate the rights of any person or entity or result in the violation of any applicable law or regulation. You acknowledge and agree that you are solely responsible for Your Content, and for any consequences thereof, including the use of your Content by other Users.

If you choose to provide us with feedback, comments, ideas and suggestions for improvements, enhancements or modifications to the Platform or Services (“Feedback”), you agree that all such Feedback will be the sole and exclusive property of ProcessFast.  You hereby irrevocably transfer and assign to ProcessFast all of your right, title, and interest in and to all Feedback, including all intellectual property rights therein.

Information About You

We process information about you in accordance with our Privacy Policy (https://app.opsinsights.com/privacy.html). By accessing or using the Platform or Services, you warrant that you have read and understand our Privacy Policy. You understand that your use of the Platform or Services will result in our collection of data and information you generate, that we may use such data and information in an aggregated and anonymized way pursuant to our policies and in compliance with applicable law, and that such aggregated and anonymized data and information does not constitute Your Content.

Confidential Information

"Confidential Information" means all trade secrets, customer lists, product designs, business and financial information, business methods, procedures, know-how and other information of every kind that relates to the business, products or services of either you or ProcessFast (each a “Party” for purposes of this Section) that would lead a reasonable person to believe such information is confidential. For clarity, the ProcessFast IP and the Feedback shall be considered Confidential Information of ProcessFast. Confidential Information shall not include information which (a) is or becomes generally available to the public, other than as a result of a disclosure by Receiving Party,  (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a non-confidential basis from a source which, to Receiving Party’s knowledge, was not bound by a confidentiality agreement with the Disclosing Party or other contractual, legal or fiduciary obligation of confidentiality with respect to such information, or (iv) was developed independently by Receiving Party without reference to the Confidential Information.

The Party receiving Confidential Information ("Receiving Party") from the other Party ("Disclosing Party") may use Confidential Information of the Disclosing Party solely for purposes of performing or using the Services and otherwise exercising its rights or fulfilling its obligations under the Terms, and will disclose the Confidential Information of the Disclosing Party only (y) to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are bound by the confidentiality restrictions at least as protective of Disclosing Party as those contained in this Agreement, or (z) to the extent legally required based on the advice of legal counsel, and then only after giving the Disclosing Party prior notice of such required disclosure, to the extent legally permissible, so that the Disclosing Party may pursue injunctive relief barring such disclosure if it so chooses. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

  1. THIRD-PARTY SITES

The Platform and Services may provide links to or otherwise incorporate third-party websites, resources or services.  ProcessFast is not responsible or liable for (i) the availability, terms or practices of such websites, resources or services, or (ii) the content, products or services available on or through such websites, resources or services, including that any information provided is complete, accurate or up-to-date.  Links to such websites, resources or services do not imply any endorsement by ProcessFast of such websites, resources or services or the content, products or services available on or through such websites, resources or services.  You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources or services or the content, products or services available on or through such websites or services.

  1. DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION

YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR OWN RISK. THE PLATFORM AND SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE”, AND “WITH ALL FAULTS,” AND WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, OF ANY KIND RELATED TO THE PLATFORM OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, OR ANY REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM AND SERVICES, INCLUDING ANY TEXT, DATA, RECORDS, INFORMATION AND OTHER CONTENT THAT MAY BE STORED, SHARED OR OTHERWISE MADE AVAILABLE OR CAUSED TO BE MADE AVAILABLE BY USERS ON OR THROUGH THE PLATFORM OR SERVICES, WILL BE ACCURATE, COMPLETE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM AND SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM AND SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE DO NOT MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING UPTIME OR AVAILABILITY OF THE PLATFORM AND SERVICES. NOTHING CONTAINED ON THE PLATFORM SHALL BE CONSTRUED AS PROVIDING CONSULT OR ADVICE TO YOU. WITHOUT LIMITING THE FOREGOING, PROCESSFAST DISCLAIMS ANY AND ALL LIABILITY RELATED TO (I) YOUR USE OF OR INABILITY TO USE THE PLATFORM AND SERVICES, (II) THE ACTS OR OMISSIONS OF ANY OTHER USER OR ANY OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM AND SERVICES, AND (III) ANY CONTENT ACCESSED, VIEWED OR DOWNLOADED IN CONNECTION WITH THE USE OF THE PLATFORM AND SERVICES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

IN NO EVENT WILL PROCESSFAST BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROCESSFAST HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, PROCESSFAST’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSIVE OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN THIS SECTION, SO THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. 

OUR SOLE AND ENTIRE MAXIMUM LIABILITY TO YOU, AND YOUR SOLE AND EXCLUSIVE REMEDY, IN CONNECTION WITH THE PLATFORM AND SERVICES SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE PLATFORM OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PROCESSFAST AND YOU, AND WILL SURVIVE AND APPLY EVEN IF YOUR REMEDIES ARE FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

To the maximum extent not prohibited by applicable law, you agree to release, defend, indemnify, and hold ProcessFast, its parent, subsidiaries, affiliates, licensors and service providers, and its and their officers, directors, shareholders, agents, employees and representatives, harmless (collectively “indemnify” or any variation thereof) from and against any claims, liabilities, damages, losses, costs and expenses, including, any bodily injury, illness, death or damage to any real or personal property, or any other injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind, and including reasonable legal fees and litigation expenses and costs, arising out of or relating to or in any way connected with (i) your access to or use of the Platform or Services, (ii) Your Content, (iii) any interactions with any other User, (iv) your breach of the Terms, and (v) your gross negligence or willful misconduct.

  1. SUPPLEMENTAL TERMS

For purposes of the following Services, applicable Supplemental Terms include, without limitation, the provisions set forth below:

Ops Insights

Capitalized terms used but not defined below are as defined and described in our Ops Insight User Documentation available at https://docs.opsinsights.com/.

Title Industry Integration API

Each User purchasing access to the Title Industry Integration API (for purposes of this Section, a “Customer”) shall be entitled to one free assessment of their Customer Systems with respect to each requested Connector to determine and establish appropriate values and filters to be set within Ops Insights. For the avoidance of doubt, a Connector is uniquely established in connection with, and limited to, a single Customer System and Title Company database, in each case, as identified at the time of implementation. ProcessFast reserves the right to assess additional Charges against Customer accounts if material changes to the quantity or nature of data within a Customer System require additional or ongoing customization Services for a related Connector, or establishment or implementation of additional Connectors.

ProcessFast will provide Customers with information and instructions required for remote set up, access, and use of the Title Industry Integration API, including for purposes of enabling each Title Company to connect to the Title Industry Integration API. Each Customer shall be solely responsible for providing instructions to applicable Title Companies for connecting to the Title Industry Integration API, and ProcessFast shall have no obligation to provide any services or support to the Title Company. If a Customer becomes aware of a Title Company’s failure to abide by these Terms, such Customer shall promptly notify ProcessFast.

  1. GOVERNING LAW & DISPUTE RESOLUTION

The Terms shall be governed by and interpreted in accordance with the laws of South Carolina without regard to conflict of law principles. All disputes, claims, controversies and matters relating to or in connection with these Terms (or the breach thereof) or any transactions hereunder shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (“AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  The arbitration shall take place in New York, New York before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language.  All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis.  No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity.

Subject to the above arbitration provisions, you and ProcessFast agree that any and all disputes, claims and actions, at law or in equity, arising out of or relating to or in connection with the Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Platform or Services (collectively, “Disputes”) in the federal or state courts located in South Carolina, and each of us agrees that such courts shall have exclusive jurisdiction and venue for any such actions, except that ProcessFast retains the right to submit a Dispute to any court of competent jurisdiction. ProcessFast also may seek injunctive or other equitable relief for breach of these Terms in any court of competent jurisdiction wherever located.  You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.  The prevailing party in any suit, action or proceeding, including any arbitration proceeding, will be entitled to recover its reasonable legal fees and costs and expenses from the other party.

  1. MISCELLANEOUS

These Terms, together with the applicable Supplemental Terms, constitute the entire and exclusive understanding and agreement between you and ProcessFast regarding your access to and use of the Platform and Services and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and ProcessFast and regarding the subject matter hereof. You may not assign, transfer, delegate or sublicense any of your rights or obligations under the Terms, including by operation of law or merger or consolidation, without our prior written consent.  No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms. Except as otherwise expressly set forth herein, the Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto. Our failure to exercise any right or enforce any obligation under these Terms of Use or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation or breach, and the exercise by either party of any of its remedies under the Terms will be without prejudice to its other available remedies. Except as otherwise provided in the Terms, if an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect. Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of these Terms or applicable Services shall survive such expiration or termination.

Any notices or other communications permitted or required hereunder, including those regarding modifications to the Terms, will be in writing and given by ProcessFast (i) via e-mail to the address that you provide, or (ii) by posting to or through the Platform.

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