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EasyLlama E-Learning Terms of Service

These Terms of Service, along with the terms of the Services Plan (collectively the “Agreement”), constitutes a legally binding agreement between you (or “Customer”) and EasyLlama, Inc, a Delaware corporation, governing Customer’s use and access to the Content, Courses and Services made available through the EasyLlama Platform. EasyLlama and Customer shall individually be referred to as a “Party” and collectively as the “Parties.”

By clicking the “I Agree to the Terms of Service” box, you agree to be bound by these Terms of Service.

SECTION 22 OF THIS AGREEMENT REQUIRES THE PARTIES TO SUBMIT ANY CLAIM ARISING UNDER THIS AGREEMENT TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS –WHICH INCLUDES A WAIVER OF A RIGHT TO A JURY TRIAL OR A RIGHT TO FILE A CLASS ACTION.

1. Definitions

The following terms shall be capitalized throughout this Agreement and shall be defined as follows:

a. Authorized Users. Customer’s designated administrator(s) and participating employees authorized to access and use the Platform and Courses.

b. Content. The term “Content” shall mean any and all text, data, code, software, graphics, information, images, audio, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged to facilitate the provision of the Services under this Agreement.

c. Course. The term “Course” means the proprietary training modules developed and owned by EasyLlama, including, but not limited to, all hard copy, machine-readable materials that comprise the course, all related images, video and audio recordings, text, software, electronic files, data, and related documentation provided by EasyLlama.

d. Credit. The term “Credit” refers to each Course license purchased on a per credit basis to be assigned to an Authorized User who is granted access to the Services through a unique link provided by EasyLlama.

e. Customer Data. The term “Customer Data” refers to any Customer Content submitted, uploaded, imported, integrated, or otherwise communicated by Customer through the Platform, including personally identifiable information related to Authorized Users.

f. Platform. The EasyLlama website and Services available to Authorized Users at easyllama.com.

g. Seat. The term “Seat” refers to each license purchased on a Seat basis to be assigned to an Authorized User who is granted access to the Services through a unique link provided by EasyLlama.

h. Service Data. The term “Service Data” means any aggregated, statistical and/or other benchmark data gathered by EasyLlama from Customer’s use of the Services. For the avoidance of doubt, Service Data shall not contain or include personally identifiable information.

i. Services. The Platform services and licensed Courses available to Customer and its Authorized Users pursuant to the terms and conditions of this Agreement.

j. Services Plan. The applicable Services tier and Course licensing plan selected by Customer for purchase through the Platform. All terms and conditions specified in the applicable Services Plan purchased by Customer through the Platform are hereby incorporated by reference as though fully set forth herein.

k. Trademarks. The term “Trademarks” shall mean any trademarks, service marks, design marks, symbols, logos and/or other indicia of source owned or used under license by a Party, and all goodwill associated therewith.

l. Unused Course A Course which has not been opened, started, viewed or accessed by an assigned Authorized User in any manner. Any access, including de-minimis access (e.g., 1%), will constitute a used Course.

2. Access and Use of Services

EasyLlama hereby grants to Customer a limited, non-exclusive, non-transferable, non-assignable (except as permitted pursuant to Section 25(f)), worldwide right to access and use the Platform and Services in accordance with the terms of the Services Plan purchased by Customer through the Platform. EasyLlama shall provide to Customer a secure method of authentication to enable authorized access to the Services. All Authorized Users shall be subject to the terms and conditions of this Agreement. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform and Services and will promptly notify EasyLlama of any unauthorized access or use of which Customer becomes aware. Customer shall take all necessary steps to ensure an Authorized User’s access is deactivated in the case of changes to the employment relationship of any Authorized User, including immediately notifying EasyLlama of any changes in employment status.

3. Course Licenses.

Pursuant to the terms of the applicable Services Plan and this Agreement, EasyLlama grants to Customer a limited, non-exclusive, non-transferable, non-assignable (except as permitted pursuant to Section 25(f)), worldwide license during the Subscription Term to access and distribute the Courses to Customer’s Authorized Users on either a per Course per Credit basis or per Seat basis as specified in the Services Plan.

a. A Course Credit or Seat may only be assigned to one (1) Authorized User.

b. A Seat or Unused Course Credit may be transferred to another Authorized User only in the event an Authorized User is terminated and such Authorized User’s prior access has been deactivated.

c. All initial Course Credits purchased must be assigned within twelve (12) months of the Effective Date of Agreement. All additional Course Credits purchased subsequent to the Effective Date must be assigned within twelve (12) months of the date of purchase.

d. Any unassigned Course Credits shall expire at end of Subscription Term and do not carry over to next Subscription Term.

4. Customer Licenses.

Customer grants to EasyLlama a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable (except as otherwise permitted pursuant to Section 25(f)), worldwide, royalty-free license to collect, process, store, host, copy, transmit, display, distribute, and disseminate:

a. Customer Feedback, suggestions or ideas, submitted to EasyLlama, whether solicited or unsolicited (collectively, the “Feedback”), for any purpose whatsoever, commercial or otherwise, without compensation or accounting; provided however, that EasyLlama’s use of the Feedback shall not publicly disclose Customer’s confidential information or disclose Customer as the source of the Feedback;

b. Customer Data during the Subscription Term for purposes of providing the Services;

c. Customer Content, Name and Trademark during the Subscription Term for purposes of displaying Customer’s name, logo and branding elements to Authorized Users in connection with the Services and Platform; and

d. Customer Name and Trademark for the limited purpose of marketing and promoting the Services. This promotional license may be terminated at any time by Customer upon thirty (30) days written notice to support@easyllama.com

5. Reservation of Rights.

a. Customer Data. Customer shall retain all right, title and interest, including, without limitation, all intellectual property rights, in and to any Customer Data, and all copies, modifications and derivative works thereof.

b. EasyLlama Platform and Services. EasyLlama has and will retain all right, title and interest, including, without limitation, all intellectual property rights, in and to the Platform, Services, EasyLlama Content, Courses, Service Data, and all source code and object code related thereto, and all copies, modifications and derivative works thereof (collectively “EasyLlama IP”). Any and all rights not expressly granted herein by EasyLlama are reserved by EasyLlama.

c. Use Restrictions. Customer will not use the EasyLlama IP to develop or otherwise cause to bring to market any product or application that is competitive with any EasyLlama product or Services. Customer will not distribute, redistribute, disseminate, sell, resell, or sublicense the EasyLlama IP to any third party, commercial or otherwise. Customer will not, directly or indirectly, alter or modify the EasyLlama IP, or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the EasyLlama IP.

6. Subscription Fees.

a. Payment. Payment of all fees shall be due and payable pursuant to the terms of Customer’s Services Plan. Customer authorizes EasyLlama to process payment of all fees to the credit card, or other payment method, associated with Customer’s account. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s use of the Services and may include Services Plan fees for the remainder of the applicable billing period and overage fees for the prior month. Upon any termination or expiration of this Agreement, EasyLlama will charge Customer’s applicable credit card or other payment method associated with Customer’s account for any outstanding fees for use of the Services during the Term.

b. Minimum Credit/Seat License Requirement.

i) Downgrades. Customer may not downgrade, or otherwise decrease the number of course Credits or Seats during the initial, or any renewal, Subscription Term. Customer may only downgrade for a subsequent Subscription Term through the EasyLlama dashboard, if available, or by emailing EasyLlama prior to the end of the then current Subscription Term at sales@easyllama.com. In any renewal Subscription Term, the Subscription Fees will reflect any such downgrades.

ii) Upgrades. Customer may upgrade to increase the number of Course Licenses during the Subscription Term at any time either through the Platfrom or by contacting EasyLlama at sales@easyllama.com. Any incremental fees associated with such upgrade will be charged within the next applicable billing cycle and shall be paid by Customer pursuant to the credit card, or other payment method, associated with Customer’s account. In any renewal Subscription Term, the Subscription Fees will reflect any such upgrades.

c. Late Payments. EasyLlama may suspend or terminate any and all Services for payments that are more than thirty (30) days past due. Interest will accrue at a rate equal to 1.5% on any past due invoice balance.

d. Taxes. Customer is responsible for paying any applicable governmental sales, use, value-added, commodity, harmonized and other taxes imposed on the purchase or use of the Courses and Services. To the extent EasyLlama is required to collect such taxes, the applicable tax will be added to Customer’s applicable invoice.

e. No Refunds - Early Termination. Customer shall be responsible for all fees for the entire Initial, and any Renewal, Term. Fees will not be prorated upon cancellation and/or early termination all fees paid through the date of termination are nonrefundable. In the event of any early termination by Customer other than for EasyLlama’s material breach, Customer shall within ten (10) days of the effective termination date pay to EasyLlama a termination fee equal to 100% of the remaining fees due and payable pursuant to Services Plan that would have been paid had the Services been provided for the entire duration of the then current Term (“Termination Fee”). EasyLlama and Customer acknowledge and agree that the Termination Fee reflects a reasonable measure of the actual damages incurred by EasyLlama and do not intend for it to be a penalty for early termination.

7. Subscription Term.

The term of this Agreement will commence on the Effective Date and shall continue for the term identified in the Services Plan, and any renewal thereof (“Term”), unless earlier terminated pursuant to the terms of this Agreement.

8. Subscription Renewal.

For subscription Services Plans, Services will automatically renew for subsequent subscription Terms equal to the expiring subscription Term, unless either Party provides written notice of non-renewal at least sixty (60) days before the end of the applicable subscription Term. Customer may provide notice of non-renewal either within the dashboard (as available) or to sales@easyllama.com. EasyLlama shall provide notice to Customer of a renewal fee increase at least ninety (90) days before the end of the applicable subscription Term. Unless otherwise cancelled, Customer shall be responsible for payment of the applicable Services fees in effect at the time of renewal. All renewal fees shall be paid pursuant to the credit card, or other payment method, associated with Customer’s account.

9. Confidentiality & Non-Disclosure.

In connection with this Agreement, each Party may disclose its Confidential Information (as defined herein) to the other Party. The Party that discloses such Confidential Information shall be referred to as the “Disclosing Party” and the Party that receives such Confidential Information shall be referred to as the “Receiving Party.”

Definition. "Confidential Information" means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, business plans, products, product pricing, source code, object code, services, employees, customers, markets, documentation, processes, designs, drawings, business methods, strategies, marketing or finances, disclosed by the Disclosing Party to the Receiving Party which the Disclosing Party designates as confidential (whether orally or in writing), or which, given the totality of the circumstances, the Receiving Party has, or should have, reason to believe is proprietary, confidential, or competitively sensitive. Confidential Information does not include information, content, technical data or know-how which: (i) is in the possession of the Receiving Party at the time of disclosure as shown by the Receiving Party's files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the Receiving Party; (iii) was disclosed to a third party without restriction; or (iv) is approved for general release by the Disclosing Party in writing. The burden of proving any of the foregoing exceptions rests with the Party invoking such exception.

Non-Use and Non-Disclosure of Confidential Information. The Parties agree not to use any Confidential Information disclosed to it by the other Party for its own use. Neither Party will disclose any Confidential Information of the other Party to third parties for any reason without the prior written consent of the Disclosing Party and shall not use the Confidential Information in any way detrimental to the Disclosing Party. In the event a Party is requested or required by legal process to disclose any of the Confidential Information of the other Party, the Receiving Party shall give the Disclosing Party prompt notice so that it may seek a protective order or other appropriate relief prior to any such disclosure. In the event that such protective order is not obtained, the Receiving Party shall disclose only that portion of the Confidential Information that its legal counsel advises that it is legally required to disclose, and shall work the Receiving Party to minimize the extent and effect.

Equitable Relief. The Parties acknowledge that damages alone would not be an adequate remedy for the breach of the confidentiality and non-disclosure obligations set forth herein. Accordingly, without prejudice to any other rights and remedies it may have, either Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of the confidentiality and non-disclosure obligations set forth in this Agreement.

10. Customer Support

Customer should email EasyLlama at support@easyllama.com for Customer support and assistance. EasyLlama support personnel shall respond to Customer’s email inquiries regarding issues relating to the Services within a reasonable timeframe.

11. Security

EasyLlama will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Platform and Services in accordance with industry standard security requirements.

12. Privacy

Each Party shall be responsible for ensuring their respective compliance with any and all privacy, notice and consent rules or regulations and/or data collection laws or regulations applicable to its use of the Services. EasyLlama shall not use or disclose any personally identifiable information obtained from Customer for any purpose other than for providing the Services. Customer shall at all times comply with the Telephone Consumer Protection Act of 1991 and will obtain all necessary consents required to enable EasyLlama to send text messages to Authorized Users regarding Course assignment and completion status.

13. Representations and Warranties.

Each Party represents and warrants that:

a. Good Standing. Each Party is a business duly incorporated and in good standing under the laws of its state of incorporation.

b. Corporate Authority. Each Party has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement.

c. Compliance with Applicable Laws. Each Party shall comply with all federal or state laws or regulations applicable to the performance of its obligations under this Agreement. Services may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer shall not permit access or use any Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

14. Termination

a. Automatic Termination. This Agreement shall, upon written notice, automatically terminate upon the bankruptcy or insolvency of either Party.

b. Breach. Either Party may terminate this Agreement if the other Party breaches any material provisions of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

c. Effect of Termination. EasyLlama will, upon written request within sixty (60) days following expiration or termination of the Agreement, make Authorized User Course completion data available to Customer to export or download, provided Customer’s account has been paid in full. After expiration of the sixty (60) day period, EasyLlama shall, without liability or obligation of further notice to Customer, have the right to delete all Customer Data and Authorized User Course completion data.

d. Survival. The following Sections survive termination of this Agreement: Binding Arbitration, Customer Feedback License, Customer Name and Trademark Licenses, Reservation of Rights, Confidentiality & Non-Disclosure, General Release, Disclaimers in Section 15-16 & 18-19, Indemnity, Limitation of Liability, and Governing Law.

15. DISCLAIMER - NO LEGAL OR PROFESSIONAL ADVICE.

THE PLATFORM, SERVICES, CONTENT AND/OR COURSES ARE NOT INTENDED TO PROVIDE LEGAL OR OTHER PROFESSIONAL ADVICE. FEDERAL AND STATE LAWS ARE UPDATED ON AN ONGOING BASIS AND IT IS CUSTOMER’S RESPONSIBILITY TO ENSURE STATE AND FEDERAL TRAINING COMPLIANCE REQUIREMENTS HAVE BEEN SATISFIED. NEITHER THE PLATFORM, SERVICES, CONTENT AND/OR COURSES PROVIDED PURSUANT TO THIS AGREEMENT ENTAILS, SHOULD BE CONSTRUED AS, OR SHOULD BE USED AS A SUBSTITUTE FOR THE ADVICE OF COMPETENT LEGAL OR APPLICABLE PROFESSIONAL COUNSEL.

16. NO GUARANTEE OF RESULTS OR OUTCOME:

EASYLLAMA DOES NOT GUARANTEE OR WARRANT ANY RESULTS OR OUTCOME WITH RESPECT TO THE SERVICES, COURSES AND/OR CONTENT PROVIDED THROUGH THE PLATFORM.

17. GENERAL RELEASE.

Customer hereby voluntarily releases, forever discharges and covenants not to sue EasyLlama, its subsidiaries, affiliates, officers, directors, shareholders, employees, and each of their respective successors and assigns (“the Released Parties”) from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to (a) acts or omissions of Company and/or its Authorized Users, (b) Company and its Authorized Users’ access to and/or reliance on the Content and Courses provided pursuant to this Agreement, and (c) Customer and/or its Authorized Users’ violation of applicable laws, rules and regulations. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

18. DISCLAIMER OF WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW.

THE PLATFORM, SERVICES, COURSES AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO CUSTOMER, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EASYLLAMA DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, CONTENT, AND/OR SERVICES (I) WILL BE UNINTERRUPTED, TIMELY OR 100% SECURE, OR (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS. EXCEPT WHERE PROHIBITED BY LAW, EASYLLAMA EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

19. DISCLAIMER OF THIRD PARTY CONTENT.

EASYLLAMA DISCLAIMS ANY AND ALL LIABILITY ARISING FROM ANY CONTENT OBTAINED BY THIRD PARTIES IN CONNECTION WITH OR RELATED TO THE SERVICES AND EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

20. LIMITATION OF LIABILITY.

EASYLLAMA WILL NOT BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, SECURITY BREACH, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL EASYLLAMA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

21. INDEMNITY.

Customer agrees to defend, indemnify and hold EasyLlama and its officers, directors, shareholders, employees, representatives, agents, and each of their respective successors and assigns (the "EasyLlama Indemnified Parties") harmless from and against any and all damages, losses, liabilities, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) (“Losses”) arising out of or relating to a third party claim that (a) Customer Trademarks and Customer-provided Content infringes the copyrights, trademarks, trade secrets, patents or other intellectual property rights of any third party, (b) the acts or omissions of Company and/or its Authorized Users, and/or (c) Customer and/or its Authorized Users’ violation of applicable laws, rules and regulations.

22. Binding Arbitration.

Any claim or controversy arising out of or relating to the Platform, Courses, Services, EasyLlama Content and/or this Agreement (including its formation, interpretation, performance and breach) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement. The AAA’s rules, as well as forms for initiating arbitration proceedings, are available at www.adr.org.

a. Class Action & Jury Trial Waiver. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS ONLY. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR ARBITRATION WITH OTHER ARBITRATIONS. EACH PARTY IS EXPRESSLY WAIVING ITS RIGHTS TO A TRIAL BY A JUDGE OR JURY.

b. IF ANY PROVISION OF THIS ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, THE UNENFORCEABLE PROVISION SHALL BE SEVERED AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE.

23. Future Functionality.

Customer’s execution of this Agreement and use of the Platform and Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by EasyLlama regarding future functionality or features.

24. Updates.

a. Course Updates. EasyLlama may from time to time provide updates to the Platform or Courses, including updates to Course Content in conformance with updated state and federal compliance requirements. Such updates shall be implemented automatically without any additional notice to Customer. Customer shall be solely responsible for ensuring its Authorized Users are assigned to updated Course Content to ensure compliance with applicable state and federal laws and regulations.

b. Platform Updates. EasyLlama may provide updates to the Services at any time in the form of bug fixes, patches, and maintenance, so long as such updates do not materially degrade the Services in any way.

25. Miscellaneous.

a. Force Majeure. Except with respect to Customer’s payment obligations, neither Party shall be liable or responsible for any delays in the performance of its obligations under this Agreement as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, telecommunications or power outage, denial of service attacks, fire, flood, civil disobedience, labor disruptions, strikes, government ordered lockdowns or closures, lockouts, embargoes, terrorism, natural disaster, war or acts of God.

b. No Agency. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.

c. Severability. The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

d. Modifications. No modification of this Agreement shall be effective unless it is either in writing and signed by an authorized representative of EasyLlama or posted by EasyLlama on the Platform.

e. Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to or application of conflict of law principles. The Parties consent to the jurisdiction of the State of Delaware and venue in the State of Delaware, with regard to any controversy or claim arising out of or relating to this Agreement, or the breach thereof.

f. Assignment. Customer shall not assign any of the rights or obligations under this Agreement without the prior written consent of EasyLlama, which consent shall not unreasonably be withheld.

g. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.

h. No Waiver. No failure or delay by a Party exercising any right, power or privilege under this Agreement will operate as a waiver thereof.

i. Interpretation. Headings are for reference purposes only and do not limit the scope or extent of such section.

j. Notices. All Customer notices for upgrades, downgrades or cancellations shall be made in writing to Easy Llama at sales@easyllama.com. All legal notices required or permitted to be given under this Agreement will be in writing and delivered to EasyLlama at: 340 S LEMON AVE #3753 WALNUT, CA 91789 and Customer at the billing address on the Platform or as otherwise specified in writing by Customer.

k. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

l. Execution. Either Party may execute this Agreement electronically or with either a manual or digital signature. “Digital signature" means an electronic identifier that is intended by the Party using it to have the same force and effect as the use of a manual signature. A signed copy of this Agreement delivered via facsimile or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement.

26. Entire Agreement.

This Agreement comprises the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, written or oral, between the Parties regarding the subject matter contained herein.

27. CALIFORNIA CONSUMER COMPLAINTS.

If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

28. DMCA - NOTICE OF CLAIMED COPYRIGHT INFRINGEMENT.

If you have a good faith belief that your copyright has been infringed, you can download and submit a Notice of Claimed Infringement to EasyLlama’s Designated Agent by email at legal@easyllama.com

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