THIS AGREEMENT (the "Agreement") is made on 11/23/2024
BETWEEN:
InKozi USA, Inc., (hereinafter referred to as "Inkozi")
-AND-,
( ). (hereinafter referred to as "Provider")
RECITALS
WHEREAS, InKozi USA, Inc. ("InKozi") is a duly organized and validly existing corporation under the laws of Delaware that operates an online platform and mobile application ("Platform" and "InKozi App") designed to facilitate services to consumers by connecting them with qualified professionals, including but not limited to attorneys, chiropractors, and bail agents, across various fields;
WHEREAS, the platform and InKozi App provided by InKozi allow consumers to locate local lawyers, chiropractors, and bail agents. InKozi is offering certain exclusive territory listings to professionals who pay a fee to be the providers of their services within specified geographic territories, thus ensuring a limited number of providers based on the population of each territory and other data obtained, including practice areas , paid keywords, and so forth;
WHEREAS, InKozi desires to engage Provider to offer their services within the designated territory, and the Provider desires to secure position on the Platform and InKozi App under the terms and conditions set forth in this Agreement;
WHEREAS, Provider acknowledges and agrees that maintaining proper licensure, certifications, and legal standing is a fundamental requirement for participation on the platform, and any failure to uphold these standards will result in immediate termination of this Agreement without any entitlement to refund or continued benefits;
WHEREAS, the parties recognize the necessity of setting forth clear terms regarding the scope of services, fees, licensing requirements, confidentiality, intellectual property rights, indemnification, and other critical elements to protect the interests of both InKozi and Provider;
WHEREAS, Provider understands that InKozi does not offer legal services and acts solely as a non-referral marketplace, utilizing proprietary technology to facilitate consumers' search results on the InKozi platform and InKozi App, enabling consumers to easily locate and connect with professionals;
WHEREAS, the Provider further acknowledges that InKozi is not liable for any claims or liabilities arising from the relationship between the consumer and the Provider, and that Provider operates independently of InKozi;
NOW, THEREFORE, in consideration of the mutual promises, covenants, herein contained, and for consideration acknowledged and received by the parties, the parties hereto agree as follows:for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Applicant and Opposer hereby agree as follows:
ARTICLE 1: DEFINITIONS
1.1 “Agreement” shall mean this contract between InKozi and Provider, including all exhibits, schedules, and amendments hereto. This Agreement grants Provider a license for a term of three (3) years as of the Effective date and receipt of payment. Provider agrees to pay a flat license fee totaling $3100.00 (three thousand one hundred dollars) if paying by credit or debit card or pay the discounted fee of $2980.00 (two thousand nine hundred eighty dollars) if paying by ACH, direct wire or Zelle. The Provider acknowledges and agrees to serve all areas within the geographic area agreed to by InKozi and Provider, including all municipalities and unincorporated areas contained therein . At the end of two years, a monthly subscription and hosting fee of $59.00 per month, per practice area as applicable to Provider, per geographic location and URL claimed will apply . The Provider will retain their territory on an annual basis so long as the Provider continues to pay the hosting fee. InKozi reserves the right to increase the hosting fee.
1.2 “Platform” shall refer to the proprietary online services operated by InKozi, which facilitates the connection between consumers and service providers, including but not limited to the website, mobile applications, and other digital interfaces, including the InKozi mobile app.
1.3 “Provider” shall mean the professional, including but not limited to attorneys, bail agents, chiropractors, or other service entities, who enters into this Agreement to offer their services via the Platform. InKozi acts as a non-referral marketplace, functioning as the intermediary between consumers and Providers.
1.4 “Territory” shall denote the specific geographic area allocated to the Provider, as identified in Section 3.1, where the Provider has rights to offer their services through the Platform, within the specific category that the Provider claims.
1.5 “Consumer” shall mean any individual or entity that utilizes the Platform to seek and receive services from Providers. Consumers do not receive professional services from InKozi.
1.6 “Fee” shall refer to the monetary compensation paid by the Provider to InKozi for the rights granted under this Agreement, for a three-year term per Territory slot. The Fee is for the claimed Territory and category.
1.7 “Licensure” shall mean all necessary licenses, certifications, and regulatory approvals required by law for the Provider to legally offer their services within the Territory.
1.8 “Confidential Information” shall include all non-public, proprietary, or sensitive information disclosed by one party to the other, whether orally, in writing, or through any other medium, including but not limited to business plans, customer lists, trade secrets, and other intellectual property, as provided in detail in Article 8.
1.9 “Intellectual Property” shall mean all trademarks, copyrights, patents, trade secrets, and other proprietary rights associated with Inkozi’s Platform and services.
1.10 “Term” shall refer to the duration of this Agreement, as specified in Section 4.1, including any extensions or renewals thereof.
1.11 “Termination for Cause” shall mean the immediate cessation of this Agreement due to the Provider’s loss of licensure, debarment, or any other legal incapacity to perform services, as further described in Section 6.1.
ARTICLE 2: INTERPRETATIONS
2.1 Interpretation of Terms
In this Agreement, unless the context otherwise requires, words denoting the singular shall include the plural and vice versa, words denoting any gender shall include all genders, and words denoting persons shall include natural persons, corporations, partnerships, limited liability companies, associations, joint ventures, trusts, and other entities.
2.2 Headings
The headings in this Agreement are for reference only and shall not affect the construction or interpretation of any provisions herein.
2.3 References
References to any statute, ordinance, or other law shall include all regulations and other instruments issued under it and any consolidations, amendments, re-enactments, or replacements of any of them (whether before or after the date of this Agreement). References to "including" shall be deemed to mean "including without limitation."
2.4 Schedules and Exhibits
All schedules and exhibits attached to this Agreement shall be deemed to be an integral part of this Agreement and shall be read and construed as if included in the main body of this Agreement.
2.5 Currency
Unless otherwise specified, all references to monetary amounts in this Agreement shall be deemed to be references to the lawful currency of the United States of America.
2.6 Calculation of Time
Where any period is described in this Agreement by reference to a number of days, it shall be calculated inclusive of the day on which the period commences and exclusive of the day on which it ends.
2.7 Priority of Documents
In the event of any conflict or inconsistency between the terms and conditions set forth in the main body of this Agreement and those in any schedule or exhibit hereto, the terms and conditions of the main body of this Agreement shall prevail.
2.8 Use of Certain Words
The terms “hereof,” “herein,” “hereunder,” and similar expressions refer to this Agreement as a whole and not to any particular article, section, or other subdivision. The terms “includes” and “including” shall be deemed to mean “includes without limitation” and “including without limitation,” respectively.
2.9 Legal Terms
Terms used but not defined in this Agreement that are defined in any applicable law shall have the meanings assigned to them in such law, unless otherwise specified herein.2.1 Interpretation of Terms
In this Agreement, unless the context otherwise requires, words denoting the singular shall include the plural and vice versa, words denoting any gender shall include all genders, and words denoting persons shall include natural persons, corporations, partnerships, limited liability companies, associations, joint ventures, trusts, and other entities.
2.2 Headings
The headings in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provisions herein.
2.3 References
References to any statute, ordinance, or other law shall include all regulations and other instruments issued under it and any consolidations, amendments, re-enactments, or replacements of any of them (whether before or after the date of this Agreement). References to "including" shall be deemed to mean "including without limitation."
2.4 Schedules and Exhibits
All schedules and exhibits attached to this Agreement shall be deemed to be an integral part of this Agreement and shall be read and construed as if included in the main body of this Agreement.
2.5 Currency
Unless otherwise specified, all references to monetary amounts in this Agreement shall be deemed to be references to the lawful currency of the United States of America.
2.6 Calculation of Time
Where any period is described in this Agreement by reference to a number of days, it shall be calculated inclusive of the day on which the period commences and exclusive of the day on which it ends.
2.7 Priority of Documents
In the event of any conflict or inconsistency between the terms and conditions set forth in the main body of this Agreement and those in any schedule or exhibit hereto, the terms and conditions of the main body of this Agreement shall prevail.
2.8 Use of Certain Words
The terms “hereof,” “herein,” “hereunder,” and similar expressions refer to this Agreement as a whole and not to any particular article, section, or other subdivision. The terms “includes” and “including” shall be deemed to mean “includes without limitation” and “including without limitation,” respectively.
2.9 Legal Terms
Terms used but not defined in this Agreement that are defined in any applicable law shall have the meanings assigned to them in such law, unless otherwise specified herein.
ARTICLE 3: SCOPE OF SERVICES
3.1 Grant of Exclusive Rights
Inkozi hereby grants to the Provider the right to offer their specialized legal services within the geographic territory of
FL 8290 (hereinafter referred to as the “Territory”) and within the specific category of
77 . This right is subject to the terms and conditions set forth herein. Multiple providers may be allowed within the same category and county based on demand and other factors; therefore, this right is not exclusive to the Provider.
3.2 Limited Provider Slots
The number of provider slots within each Territory shall be limited based on data obtained, including population density, cases field, Google keyword price (pay-per-click), and other relevant factors. The specific number of slots for the Territory is determined at Inkozi’s sole discretion, ranging from one (1) to ten (10) or more. The specific number of slots for the Territory mentioned in Section 3.1 will be
77. Once the slots are filled, no additional providers will be accepted for that Territory.
3.3 Scope of Services
The Provider shall offer legal services exclusively within their field of expertise, which includes but is not limited to
FL 8290
The Provider shall ensure that all services offered comply with the relevant laws and regulations governing such services within the Territory. Provider and consumer have zero liability claims towards Inkozi, as Inkozi acts solely as a gateway and non-referral marketplace facilitating connections between consumers and Providers.
3.4 Quality and Standards
The Provider agrees to deliver services of the highest professional quality and in accordance with the standards established by Inkozi. Failure to adhere to these standards may result in termination of this Agreement, as set forth in Article 4. The process works as follows: users search for a provider using the Platform or Inkozi App, and the Provider is responsible for making contact with the user.
3.5 Promotion and Marketing
Inkozi will promote the Provider’s services through its Platform, Inkozi App, and associated marketing channels. The Provider is encouraged to collaborate with Inkozi in marketing efforts to maximize the reach and effectiveness of promotional activities. However, Inkozi does not guarantee any specific results, and the Provider needs to actively utilize the technology provided to benefit from the Platform.
3.6 Use of Platform
The Provider shall use the Inkozi Platform and Inkozi App to manage client interactions and conduct communications with consumers. The Provider agrees to adhere to the usage guidelines and policies established by Inkozi for the Platform and App. Inkozi does not offer the feature for scheduling appointments within the Platform or App; Providers must manage their own scheduling independently.
ARTICLE 4: TERM AND FEES
4.1 Term
The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years, unless terminated earlier in accordance with the provisions of this Agreement. The Provider is granted rights to offer their services within the specific category of
77 and within the geographic county of
Florida . At the end of the three-year term, a monthly subscription and hosting fee of $59.00 per month per category per county per URL will be applicable. Providers can claim multiple categories and counties if approved.After the initial three years, the Provider shall retain their territory, renewable on an annual basis, subject to the continued payment of the monthly hosting fee.
4.2 Renewal
This Agreement may auto renew for additional one (1) year terms , subject to the payment of applicable fees and compliance with all terms and conditions of this Agreement.
4.3 Fees
The Provider agrees to pay Inkozi a non-refundable fee of $3100.00, or at the discounted rate of
$2980.00, determined by form of payment, for the three-year term for each slot in the Territory, category, and county. This fee shall be paid in full prior to the commencement of the term. The fee is only refundable if the Provider is not approved on the platform. At the end of the three-year term, a monthly subscription and hosting fee of $59.00 per month per category per county per URL will be applicable. Providers can claim multiple categories and counties if approved. After the initial three years, the Provider shall retain their territory, renewable on an annual basis, subject to the continued payment of the monthly hosting fee.
4.4 Payment Terms
Payment of the fee shall be made by the Provider to Inkozi via wire transfer, credit card, or other method as agreed upon by the parties. Inkozi shall provide an invoice to the Provider detailing the payment instructions and due dates.
4.5 No Refunds
The Provider acknowledges and agrees that all fees paid under this Agreement are non-refundable, except if the Provider is not approved on the platform, regardless of the Provider’s continued participation on the Platform or any termination of this Agreement. Once a territory is claimed, the fee is non-refundable.
4.6 Fee Adjustment
Inkozi reserves the right to adjust the fees for renewal and hosting terms based on market conditions, inflation, and other relevant factors after the initial three-year term. Any fee adjustment will be communicated to the Provider at least thirty (30) days prior to the end of the current term.
4.7 Taxes
The Provider shall be responsible for any and all taxes, duties, and other governmental charges arising from the fees paid under this Agreement. Inkozi shall not be liable for any such taxes or charges.
4.8 Late Payments
In the event of any late payment by the Provider, Inkozi reserves the right to charge interest on the overdue amount at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, until the amount is paid in full.
4.9 Termination for Non-Payment
Inkozi may terminate this Agreement immediately upon written notice to the Provider in the event of non-payment of fees or any breach of the payment terms set forth herein. Upon such termination, the Provider shall forfeit all rights and benefits under this Agreement, and no refund of fees shall be provided except as specified in Section 4.3.
ARTICLE 5: PROVIDER OBLIGATIONS
5.1 Licensure and Legal Compliance
The Provider warrants and represents that they possess and shall maintain all necessary licenses, certifications, and regulatory approvals required to legally provide their services within the Territory. The Provider shall comply with all applicable local, state, and federal laws, regulations, and professional standards throughout the term of this Agreement.
5.2 Notification of Changes
The Provider shall immediately notify Inkozi in writing of any changes in their licensure status, legal standing, or ability to perform the services as described herein. This includes, but is not limited to, suspension, revocation, or expiration of any licenses or certifications, as well as any disciplinary actions or legal proceedings initiated against the Provider.
5.3 Professional Conduct
The Provider agrees to adhere to the highest standards of professional conduct and ethics as prescribed by relevant regulatory and professional bodies. The Provider shall perform all services diligently, competently, and in a timely manner. Any breach of these standards may result in immediate termination of this Agreement.
5.4 Confidentiality
The Provider acknowledges that during the term of this Agreement, they may have access to confidential information, including but not limited to client data, proprietary Platform information, and business strategies. The Provider agrees to maintain the confidentiality of such information and not to disclose it to any third party without Inkozi’s prior written consent. Upon termination of this Agreement, the Provider shall return or destroy all confidential information in their possession.
5.5 Use of Platform
The Provider shall utilize the Inkozi Platform in accordance with Inkozi’s guidelines and policies. The Provider is responsible for ensuring that all information posted on the Platform is accurate, up-to-date, and not misleading. The Provider shall not use the Platform for any unauthorized or illegal purposes. The Provider agrees to regularly update and optimize their profile, respond to client reviews, and adhere to Inkozi’s SEO best practices to enhance visibility and engagement.
5.6 Marketing and Promotion
The Provider agrees to actively participate in marketing and promotional activities as reasonably requested by Inkozi. This may include providing content for marketing materials, participating in joint marketing campaigns, and leveraging the Provider’s own marketing channels to promote their services through the Inkozi Platform. The Provider agrees to regularly update their profile, collect positive reviews, and follow Inkozi’s guidelines to maximize their online presence and reach.
5.7 Record Keeping and Reporting
The Provider shall maintain accurate and complete records of all transactions and interactions conducted through the Inkozi Platform. The Provider shall provide Inkozi with periodic reports as requested, detailing the services provided, client interactions, and any other relevant metrics.
ARTICLE 6: TERMINATION
6.1 Termination for Cause
Inkozi reserves the right to terminate this Agreement immediately upon written notice to the Provider if the Provider (a) fails to maintain the required licensure, (b) is disbarred, suspended or otherwise prohibited from practicing law, (c) breaches any material term of this Agreement, or (d) engages in conduct that, in Inkozi’s sole discretion, is detrimental to the reputation or operations of Inkozi. Such termination shall not entitle the Provider to any refund of fees, and all benefits and rights under this Agreement shall be forfeited.
6.2 Termination for Convenience
Either party may terminate this Agreement for convenience upon
15 days prior written notice to the other party. In the event of such termination, no refund of fees shall be provided to the Provider, and the Provider shall immediately cease using Inkozi’s name, logo, and any related branding.
6.3 Effect of Termination
Upon termination of this Agreement, the Provider shall (a) immediately cease all use of Inkozi’s Platform, (b) return or destroy all confidential information belonging to Inkozi, (c) cease all use of Inkozi’s intellectual property, and (d) settle any outstanding payments owing to Inkozi. The Provider shall have no further rights or claims against Inkozi under this Agreement.
6.4 Survival
The provisions of Sections 3.6 (Confidentiality), 5.8 (Indemnification), 7 (Intellectual Property and Branding), and any other provisions that by their nature should survive termination shall survive any termination or expiration of this Agreement.
ARTICLE 7: INTELLECTUAL PROPERTY AND BRANDING
7.1 Ownership
Inkozi retains all rights, title, and interest in and to the Platform, including all software, trademarks, trade names, service marks, logos, and other intellectual property rights associated therewith. The Provider acknowledges that they have no ownership or proprietary rights in the Platform or any of its components.
7.2 License
Subject to the terms and conditions of this Agreement, Inkozi grants the Provider a limited, non-exclusive, non-transferable, and revocable license to use Inkozi’s trademarks, trade names, service marks, and logos (collectively, the “Marks”) solely for the purpose of identifying the Provider’s affiliation with Inkozi during the term of this Agreement. This license shall automatically terminate upon the termination or expiration of this Agreement.
7.3 Use of Marks
The Provider shall use the Marks only in the form and manner approved by Inkozi and in compliance with any usage guidelines provided by Inkozi. The Provider shall not modify the Marks in any way without Inkozi’s prior written consent. All goodwill arising from the use of the Marks by the Provider shall insure to the benefit of Inkozi.
7.4 Protection of Intellectual Property
The Provider agrees to promptly notify Inkozi of any unauthorized use or infringement of Inkozi’s intellectual property rights. Inkozi shall have the exclusive right, but not the obligation, to take action against any such infringement, and the Provider agrees to cooperate fully with Inkozi in any such action.
7.5 Brand Integrity
The Provider shall not engage in any conduct that could harm the reputation or integrity of the Inkozi brand. The Provider agrees to comply with all branding and marketing guidelines provided by Inkozi and to submit any materials bearing the Marks to Inkozi for approval prior to use.
7.6 Termination of License
Upon termination or expiration of this Agreement, the Provider shall immediately cease all use of the Marks and shall not use any trademarks, trade names, service marks, logos, or other designations that are confusingly similar to the Marks.
ARTICLE 8: CONFIDENTIALITY
8.1 Definition of Confidential Information
For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary, or sensitive information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, in writing, or through any other medium. This includes, but is not limited to, business plans, customer lists, trade secrets, technical data, financial information, and other intellectual property.
8.2 Obligations of Confidentiality
The Provider acknowledges that during the term of this Agreement, they may have access to confidential information, including but not limited to client data, proprietary Platform information, business strategies, and SEO methods. The Provider agrees to maintain the confidentiality of such information and not to disclose it to any third party without Inkozi’s prior written consent. Upon termination of this Agreement, the Provider shall return or destroy all confidential information in their possession.
8.3 Exceptions
The obligations of confidentiality set forth in this Article 8 shall not apply to any information that (a) is or becomes generally known to the public through no fault of the Receiving Party, (b) is lawfully received by the Receiving Party from a third party without breach of any confidentiality obligation, (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, or (d) is required to be disclosed by law or by a governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.
8.4 Return or Destruction of Confidential Information
Upon termination or expiration of this Agreement, or at any time upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies thereof, and certify in writing that it has done so.
8.5 Remedies
The Receiving Party acknowledges that any unauthorized disclosure or use of the Confidential Information may cause irreparable harm and significant injury to the Disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the Receiving Party agrees that the Disclosing Party shall have the right to seek immediate injunctive relief in the event of any breach or threatened breach of this Article 8, in addition to any other rights and remedies it may have at law or in equity.
8.6 Survival
The obligations of confidentiality set forth in this Article 8 shall survive the termination or expiration of this Agreement for a period of five (5) years from the date of such termination or expiration, except with respect to any trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.
ARTICLE 9: INDEMNIFICATION
9.1 Indemnification by Provider
The Provider shall indemnify, defend, and hold harmless Inkozi, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Inkozi Indemnified Parties”) from and against any and all claims, actions, suits, proceedings, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, “Losses”) arising out of or relating to (a) any breach by the Provider of any representation, warranty, covenant, or obligation under this Agreement, (b) any negligent or wrongful act or omission by the Provider or its employees, agents, or subcontractors in connection with the performance of this Agreement, (c) any violation of applicable law by the Provider, or (d) any claim that the Provider’s services or use of Inkozi’s Platform infringes or misappropriates any intellectual property or proprietary rights of any third party.
9.2 Indemnification by Inkozi
Inkozi shall indemnify, defend, and hold harmless the Provider, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Provider Indemnified Parties”) from and against any and all Losses arising out of or relating to (a) any breach by Inkozi of any representation, warranty, covenant, or obligation under this Agreement, or (b) any negligent or wrongful act or omission by Inkozi or its employees, agents, or subcontractors in connection with the performance of this Agreement.
9.3 Procedure for Indemnification
The indemnified party shall (a) promptly notify the indemnifying party of any claim or proceeding for which indemnification is sought, (b) permit the indemnifying party to assume control of the defense and settlement of such claim or proceeding, and (c) cooperate with the indemnifying party in the defense and settlement thereof. The indemnifying party shall not settle any claim or proceeding without the indemnified party’s prior written consent, which shall not be unreasonably withheld.
ARTICLE 10: LIMITATION OF LIABILITY
10.1 No Consequential Damages
In no event shall Inkozi be liable to the Provider for any indirect, incidental, consequential, special, punitive, or exemplary damages (including, without limitation, loss of profits, revenue, goodwill, or business opportunities), whether arising in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.
10.2 Cap on Liability
Inkozi’s total cumulative liability to the Provider for any and all claims arising out of or relating to this Agreement, whether arising in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of fees paid by the Provider to Inkozi under this Agreement during the twelve (12) months immediately preceding the event giving rise to such liability.
10.3 Exclusion of Warranties
Except as expressly provided in this Agreement, Inkozi makes no warranties, express or implied, with respect to the Platform or any services provided under this Agreement, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Inkozi makes no representations that the Platform will be uninterrupted, error-free, or completely secure.
10.4 Allocation of Risk
The parties acknowledge and agree that the limitations of liability set forth in this Article 10 are an essential element of the bargain between the parties and that, in the absence of such limitations, the terms and conditions of this Agreement would be substantially different.
10.5 No Liability for Third-Party Actions
Inkozi shall not be liable for any actions, omissions, or failures of third parties, including, without limitation, service providers, contractors, and suppliers, even if such third parties are utilized by Inkozi in connection with the performance of its obligations under this Agreement.
10.6 Force Majeure
Inkozi shall not be liable for any failure or delay in the performance of its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, government action, natural disasters, strikes, and other labor disputes, provided that Inkozi uses commercially reasonable efforts to resume performance as soon as practicable.
ARTICLE 11: LIMITATION OF LIABILITY FOR CONSUMER INTERACTIONS
11.1 No Liability for Consumer Interactions
Inkozi shall not be liable for any claims, damages, losses, or liabilities arising out of or in connection with the interactions between the Provider and any consumer. The Provider acknowledges and agrees that they are solely responsible for all aspects of their interactions with consumers, including but not limited to the provision of legal services, advice, and any outcomes resulting therefrom.
11.2 Provider’s Responsibility
The Provider shall ensure that all services provided to consumers are performed with the highest degree of professionalism, competence, and diligence. The Provider shall comply with all applicable laws, regulations, and professional standards in the performance of their services.
11.3 Indemnification of Inkozi
The Provider shall indemnify, defend, and hold harmless Inkozi, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, actions, suits, proceedings, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to (a) the Provider’s interactions with consumers, (b) the provision of services by the Provider, and (c) any breach by the Provider of their obligations under this Agreement.
11.4 Consumer Acknowledgement
The Provider shall ensure that consumers are made aware that Inkozi is not responsible for the services provided by the Provider and that any disputes or issues arising out of the services must be resolved directly between the Provider and the consumer.
11.5 No Warranty by Inkozi
Inkozi makes no representations or warranties regarding the quality, suitability, or legality of the services provided by the Provider. Inkozi shall not be liable for any claims, damages, losses, or liabilities arising from the consumer’s use of the Provider’s services.
11.6 Best Efforts
The Provider agrees to use their best efforts to provide high-quality services to consumers and to resolve any disputes or issues promptly and fairly. The Provider shall maintain open communication with consumers and strive to achieve the best possible outcomes for their clients.
ARTICLE 12: SEVERABILITY
12.1 Severability
If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons, entities, or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. The parties agree to negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely approximates the original intent and economic effect of the invalid, illegal, or unenforceable provision.
ARTICLE 13: ENTIRE AGREEMENT
13.1 Entire Agreement
This Agreement, including all exhibits, schedules, and amendments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
ARTICLE 14: WAIVER
14.1 Waiver
No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the party against whom the waiver is sought to be enforced.
ARTICLE 15: AMENDMENT
15.1 Amendment
This Agreement may be amended, modified, or supplemented only by a written instrument executed by both parties. Any such written instrument must expressly state that it is an amendment, modification, or supplement to this Agreement.
ARTICLE 16: ASSIGNMENT
16.1 Assignment
The Provider shall not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of Inkozi. Any purported assignment, transfer, or delegation without such consent shall be null and void. Inkozi may assign its rights and obligations under this Agreement to any affiliate or in connection with any merger, acquisition, or sale of all or substantially all of its assets without the Provider’s consent.
ARTICLE 17: GOVERNING LAW
17.1 Governing Law
The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING IN CONNECTION WITH ANY MATTER RELATING TO THIS AGREEMENT. Any dispute arising under this Agreement shall be resolved in binding AAA arbitration before AAA or JAMS. The non-prevailing party shall pay all costs related to any such arbitration. InKozi may freely assign this Agreement.
ARTICLE 18: NOTICES
18.1 Notices
All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon receipt if delivered personally, (b) three (3) days after mailing if sent by registered or certified mail, return receipt requested, postage prepaid, (c) one (1) day after sending if sent by overnight delivery by a nationally recognized courier service, or (d) upon transmission if sent via email with confirmation of receipt. Notices shall be sent to the addresses set forth below or to such other address as either party may specify in writing:
For Inkozi: INKOZI LLC
Email: info@inkozi.com
For Provider:
Email:
ARTICLE 19: FORCE MAJEURE
19.1 Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, government action, natural disasters, strikes, and other labor disputes. The affected party shall promptly notify the other party of the occurrence of a force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable.
ARTICLE 20: RELATIONSHIP OF THE PARTIESE
20.1 Independent Contractors
The relationship of the parties under this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, or employment relationship between the parties. Neither party shall have any authority to bind the other party in any manner or incur any obligation on its behalf.
ARTICLE 21: COUNTERPARTS
21.1 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
ARTICLE 22: FURTHER ASSURANCES
22.1 Further Assurances
Each party agrees to execute and deliver such further documents and to take such further actions as may be reasonably requested by the other party to effectuate the purposes of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
