EffortlessHR
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SUBSCRIBER TERMS AND CONDITIONS OF USE AGREEMENT PLEASE READ THIS AGREEMENT CAREFULLY BEFORE AGREEING TO USE THIS WEBSITE. By subscribing to the "EffortlessHR Website", you indicate your assent to the terms and conditions contained in this Agreement. If you do not agree to all of the terms and conditions contained herein, do not subscribe to and/or use the "EffortlessHR Website". 1. Definitions. a. The "EffortlessHR Website" is an online human resources management tool licensed to EffortlessHR, Inc. for distribution by subscription for use by small and medium sized employers consisting of an Internet Website platform where employers can: (i) input, maintain, manage and store specific information on their employees and generate reports using that stored information; (ii) obtain general information about federal and state employment laws and regulations and employee benefits; (iii) obtain sample forms and documents which will permit employers to better manage their employees; and (iv) use other information, services and content provided from time to time by EffortlessHR, Inc. or its licensor. ("EffortlessHR Website"). b. "EffortlessHR, Inc.," a Arizona corporation, has a license from its licensor to distribute the certain online human resources management tool under the private label "EffortlessHR" by subscription to Clients. The licensor and not EffortlessHR, Inc. is the legal owner and operator of the technology, know-how, design and intellectual and proprietary rights associated with and regarding that certain online human resources management tool licensed to EffortlessHR, Inc. c. "Client" means each person who establishes and pays for an account to subscribe to and access the EffortlessHR Website and any user of Client's Account authorized by Client to use Client's Account. d. "Client's Account" means Client's ability to access and use the EffortlessHR Website. e. The "Subscriber Terms and Conditions of Use Agreement" is also referred to as the "Agreement". 2. General. a. This Agreement sets forth the terms and conditions that apply to Client's Account and Client's use of the EffortlessHR Website. By subscribing to or using the EffortlessHR Website, Client agrees to comply with all of the terms and conditions hereof. Upon Client's subscription to the EffortlessHR Website, Client shall have a nonexclusive, nontransferable, revocable, limited license to access and use the EffortlessHR Website in accordance with the terms and conditions of this Agreement. b. The right to use the EffortlessHR Website is personal to Client and is not transferable to any person or entity. Client is responsible for all use of Client's Account and for ensuring that all use of Client's Account complies fully with the provisions of this Agreement. Client shall be responsible for protecting the confidentiality of Client's password(s). c. EffortlessHR, Inc., by and through its licensor, will take such steps reasonably necessary to ensure that the information it provides on its EffortlessHR Website is accurate and up to date. The licensor reserves the right and shall have the right at any time to amend the certain online human resources management tool licensed to EffortlessHR, Inc. under the private label "EffortlessHR" and to add, replace, or delete information and/or sample documents on the website at its sole discretion. The information, forms and documents offered on the EffortlessHR Website are meant to be a human resources management tool and are not a substitute for obtaining legal advice for a specific legal matter. Reliance on any information provided on or obtained through the EffortlessHR Website is solely at Client's own risk. Under no circumstances will EffortlessHR, Inc. or its licensor be liable for any loss or damage caused by a Client's reliance on information obtained on or through the EffortlessHR Website. d. The licensor also reserves and shall have the right at any time to change or discontinue any aspect or feature of the online human resources management tool licensed to EffortlessHR, Inc. under the private label "EffortlessHR", including, but not limited to, content, equipment and software needed for access or use. e. The EffortlessHR Website is not a law practice and nothing included on or linked to the EffortlessHR Website constitutes the provision of legal advice by EffortlessHR, Inc. or its licensor to any Client subscriber or user of the EffortlessHR Website. There is no attorney client relationship between any Client subscriber or user of the EffortlessHR Website and EffortlessHR, Inc. or its licensor. Use of the EffortlessHR Website is not intended to be a substitute for obtaining professional legal advice. Client should seek the advice of an attorney, if it has any questions regarding a legal matter or issue. Client should never disregard professional legal advice or delay obtaining legal advice because of something Client has read on the EffortlessHR Website. 3. Changes to Agreement. EffortlessHR, Inc. at the express direction of its licensor, shall have the right at any time to change or modify the terms and conditions of this Agreement applicable to Client's use of the EffortlessHR Website, or any part thereof, or to impose new conditions, including, but not limited to, adding or increasing fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice, which may be given by any means including, but not limited to, posting on the EffortlessHR Website, or by electronic or conventional mail, or by any other means by which Client obtains notice thereof. Any use of the EffortlessHR Website by Client after such notice shall be deemed to constitute acceptance by Client of such changes, modifications or additions. 4. Equipment. Client shall be solely responsible for obtaining and maintaining all telephone, computer software, computer hardware and other equipment needed for access to and use of the EffortlessHR Website and all charges related thereto. 5. Use of EffortlessHR Website by Client. a. Client shall use the EffortlessHR Website for lawful purposes only. Client may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on or through the EffortlessHR Website for commercial or public purposes. Client shall not post or transmit through the EffortlessHR Website or through EffortlessHR, Inc. any material which violates or infringes in anyway upon the rights of others, including specifically the rights of EffortlessHR, Inc.'s licensor, which is in any way unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which contains advertising or any solicitation with respect to products or services. b. Client agrees not to modify, move, add to, delete or otherwise tamper with the information contained in the EffortlessHR Website. Client also agrees not to decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in the EffortlessHR Website. c. EffortlessHR, Inc.'s licensor owns a copyright in the content of the certain online human resources management tool licensed to EffortlessHR, Inc. under the private label "EffortlessHR" which has been authored by EffortlessHR, Inc.'s licensor, as well as a copyright in the selection, coordination, arrangement and enhancement of other content in that certain online human resources management tool under the private label EffortlessHR" which may or may not be original to EffortlessHR, Inc.'s licensor. Client may download copyrighted materials authored by EffortlessHR, Inc.'s licensor provided that such forms are used by Client only for Client's business use in conjunction with its use of the EffortlessHR Website. Except as otherwise provided for herein, Client may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly provided herein or permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of EffortlessHR, Inc.'s licensor. In the event of any permitted copying and/or use of copyrighted materials authored by EffortlessHR, Inc.'s licensor, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Client acknowledges that it does not acquire any ownership rights by downloading copyrighted material. 6. Payment. a. In order to use the EffortlessHR Website, Client must pay an annual or monthly subscription fee, which is determined by the Client's choice of available pricing plans. Client agrees to subscribe to the EffortlessHR Website on a yearly subscription basis at a rate from the chosen price level. These subscription rates may be increased at any time by EffortlessHR, Inc. in its sole discretion. Such increase(s) shall be effective immediately upon notice, which may be given by any means including, but not limited to, posting on the EffortlessHR Website, or by electronic or conventional mail, or by any other means by which Client obtains notice thereof. If Client terminates its subscription, it is up to Client to take steps to save all employee information maintained by Client on the EffortlessHR Website. All subscription payments made for the use of the EffortlessHR Website shall be deemed earned when paid and are nonrefundable. 7. Privacy and Security. a. Client agrees that the privacy policy of EffortlessHR, Inc.'s licensor, the terms of which are set forth herein shall govern the privacy of information that Client provides to EffortlessHR, Inc. and/or EffortlessHR, Inc.'s licensor through Client's access to and use of the EffortlessHR Website. The personal information of each Client ("Personally Identifiable Information") is that information about a Client that is provided by the Client to EffortlessHR, Inc. and/or its licensor, as required by EffortlessHR, Inc.'s licensor, in order for the Client to subscribe to the EffortlessHR Website. Personally Identifiable Information includes, but is not limited to, personal information such as the Client's name, address, telephone and fax numbers, e-mail address(es), number of employees, employer identification number or social security number, etc. Such Personally Identifiable Information is collected for the sole use of operating the EffortlessHR Website. By subscribing to the "EffortlessHR Website", each Client voluntarily agrees to the collection and use of such Personally Identifiable Information by EffortlessHR, Inc. and/or its licensor. Such Personally Identifiable Information may be shared by EffortlessHR, Inc. and/or it's licensor with those businesses that EffortlessHR, Inc. and/or it's licensor uses to assist it in analyzing and improving the operation of the certain online human resources management tool licensed to EffortlessHR, Inc. under the private label "EffortlessHR" and to contact Clients about other website or software services for which the Client has expressed interest. EffortlessHR, Inc. and EffortlessHR, Inc.'s licensor will restrict access to Personally Identifiable Information to their respective employees who need access to such information in order to do their jobs. Neither EffortlessHR, Inc. nor its licensor will sell any Personally Identifiable Information to third parties. EffortlessHR, Inc.'s licensor uses cookies to collect information about how the the certain online human resources management tool licensed to EffortlessHR, Inc. under the private label "EffortlessHR" is used. A "cookie" is data transmitted to a computer by a Website server that records a computer user's actions on the Website. So, when a computer user visits the same Website after being sent the cookie, the Website that is revisited will recognize the computer user as a prior user and remember their preferences. b. The information that the Client uploads to the EffortlessHR Website is not disclosed to third parties by either EffortlessHR, Inc. or its licensor. However, EffortlessHR, Inc. and/or its licensor, reserves to right to disclose any Personally Identifable Information and/or Client information maintained on the EffortlessHR Website, when required by law, or if a court order or legal process is served on EffortlessHR, Inc. and/or its licensor requesting such information. c. EffortlessHR, Inc.'s licensor may host and maintain the certain online human resources management tool licensed to EffortlessHR, Inc. under the private label "EffortlessHR" or utilize one or more third party service providers to host and maintain EffortlessHR Website. EffortlessHR, Inc.'s licensor or its third party service providers use firewalls, encryption technology, intrusion detection and site monitoring to protect Client information. In addition, the EffortlessHR Website contains 256 bit encryption technology. Any data transmitted by Client to the EffortlessHR Website is encrypted using such technology. However, the security of information transmitted through the Internet cannot be guaranteed. Neither EffortlessHR, Inc. nor its licensor is responsible for any interception or interruption of any Client communications through the Internet or for changes to or losses of Client data. d. Client is solely responsible for maintaining the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of the EffortlessHR Website. Access to and use of the password protected and/or secure area(s) of the EffortlessHR Website is restricted to Clients only. The unauthorized access to and/or use of such area(s) is prohibited and may lead to criminal prosecution. In order to protect Client and Client's data, EffortlessHR, Inc., on its own accord or as instructed by its licensor, may suspend Client's use of the EffortlessHR Website, without notice, pending an investigation, if any breach of security is suspected. Client shall be solely responsible to maintain copies of any information it transmits to the EffortlessHR Website. e. The terms of this Privacy Policy may be changed at any time by EffortlessHR, Inc.'s licensor. Such changes, modifications, additions or deletions shall be effective immediately upon notice, which may be given by any means including, but not limited to, posting on the EffortlessHR Website, or by electronic or conventional mail, or by any other means by which Client obtains notice thereof. Any use of the EffortlessHR Website by Client after such notice shall be deemed to constitute acceptance by Client of such changes, modifications, additions or deletions. 8. Disclaimer of Warranty; Limitation of Liability. a. CLIENT EXPRESSLY AGREES THAT USE OF THE EffortlessHR Website IS AT CLIENT'S SOLE RISK. NEITHER EffortlessHR, Inc., IT'S LICENSOR, THEIR AFFILIATES NOR ANY OF THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS, OR THIRD PARTY SERVICE PROVIDERS WARRANT THAT THE EffortlessHR Website WILL BE UNINTERRUPTED OR ERROR FREE; THIS WEBSITE AND THE CONTENT ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. EffortlessHR, Inc. AND ITS LICENSOR EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EffortlessHR, Inc. AND IT'S LICENSOR DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (i) ANY ERRORS IN OR OMISSIONS FROM THE WEBSITE AND THE CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (ii) ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS WEBSITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (iii) THE UNAVAILABILITY OF THIS WEBSITE, THE CONTENT, OR ANY PORTION THEREOF, (iv) CLIENT'S USE OF THIS WEBSITE OR THE CONTENT, OR (v) CLIENT'S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS WEBSITE OR THE CONTENT. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, NEGLIGENCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. b. UNDER NO CIRCUMSTANCES SHALL EffortlessHR, Inc. OR IT'S LICENSOR BE LIABLE FOR ANY DAMAGES OR LEGAL COSTS SUFFERED BY CLIENT, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS OR OTHER DATA) OR ATTORNEYS' FEES THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THIS SITE OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET, EVEN IF EffortlessHR, Inc. OR IT'S LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, THE SOLE OBLIGATION TO CLIENT BY EffortlessHR, Inc. AND/OR ITS LICENSOR FOR DAMAGES SHALL BE LIMITED TO $100.00. c. IN NO EVENT WILL EffortlessHR, Inc.'S LICENSOR, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE EffortlessHR Website BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE EffortlessHR Website. CLIENT HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE EffortlessHR Website. d. IN ADDITION TO THE FOREGOING, NEITHER EffortlessHR, Inc. NOR IT'S LICENSOR, THEIR RESPECTIVE AFFILIATES, INFORMATION PROVIDERS OR SERVICE PROVIDERS, SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, THE INFORMATION CONTAINED WITHIN THE EffortlessHR Website, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. e. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. NEITHER EffortlessHR, Inc. NOR ITS LICENSOR, THEIR RESPECTIVE AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION. 9. Indemnification. a. Client agrees to indemnify, defend and hold harmless EffortlessHR, Inc. and its licensor, their respective members, shareholders, officers, directors, employees, agents, attorneys, licensors, suppliers and any third party information or service provider(s) to the EffortlessHR Website from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees, arising from, in connected with or related to Client's use of the EffortlessHR Website by Client or a third party's use of Client's Account. Client agrees to indemnify, defend and hold harmless EffortlessHR, Inc. and its licensor, their respective members,shareholders, officers, directors, employees, agents, attorneys, licensors, suppliers and any third party information or service providers to the EffortlessHR Website from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees, arising from, in connected with or related to any violation of this Agreement by Client. 10. Monitoring. a. EffortlessHR, Inc. and/or its licensor, shall have the right, but not the obligation, to monitor the EffortlessHR Website to determine compliance with this Agreement and any operating rules established by EffortlessHR, Inc.'s licensor and to satisfy any law, regulation or authorized government request. 11. Termination. a. Either EffortlessHR, Inc. or Client may terminate this Agreement at any time. Without limiting the foregoing, EffortlessHR, Inc. shall have the right to immediately terminate Client's Account in the event of any conduct by Client which either EffortlessHR, Inc. or its licensor, in their separate and sole discretion, considers to be unacceptable, or in the event of any breach by Client of this Agreement. In the event this agreement is terminated by EffortlessHR, Inc. prior to the end of Client's subscription year, Client acknowledges and agrees that Client shall not be eligible for a pro-rata refund of any unused annual or monthly subscription fee. It is Client's sole responsibility to maintain copies of any information maintained by Client on the EffortlessHR Website. The provisions of Sections 7, 8, 9, 14 and this Section 11 shall survive termination of this Agreement. 12. Copyrights and Trademarks. a. The certain online human resources management tool licensed to EffortlessHR, Inc. under the private label "EffortlessHR" contains copyrighted material, trademarks and other proprietary and technological information, including, but not limited to, text, software, photos, video, graphics, and sound which are owned by EffortlessHR, Inc.'s licensor. All rights are reserved. All other trademarks appearing on the EffortlessHR Website, if any, are the property of their respective owners. Client may not use the trademarks of EffortlessHR, Inc.'s licensor for any purpose without the prior written consent of EffortlessHR, Inc.'s licensor. Client may download and use forms from the EffortlessHR Website authored by EffortlessHR, Inc.'s licensor provided that such forms are used by Client only for Client's business use in conjunction with its use of the EffortlessHR Website. 13. Advertisements and Links. a. The EffortlessHR Website contains links which will permit Client to access various governmental and non-governmental Websites. Such Websites are not owned or operated by either EffortlessHR, Inc. or EffortlessHR, Inc.'s licensor and neither EffortlessHR, Inc. nor EffortlessHR, Inc.'s licensor, assume any responsibility or liability for any materials that maybe accessed on these Websites, nor does either EffortlessHR, Inc. or EffortlessHR, Inc.'s licensor make any representation as to the accuracy of information contained on such Web- sites. Any links to such Websites are merely provided as a convenience. Neither EffortlessHR, Inc. nor EffortlessHR, Inc.'s licensor, is responsible for the content of linked third-party sites, sites framed within The EffortlessHR Website, or third-party advertisements, and does not make any representations regarding their content, completeness or accuracy. b. Client's use of third-party Websites is at Client's own risk and subject to the terms and conditions of use for such sites. Neither EffortlessHR, Inc. nor EffortlessHR, Inc.'s licensor endorses any product advertised on the The EffortlessHR Website. 14. Assignment. a. This Agreement is not assignable by Client without the express written consent of EffortlessHR, Inc.'s licensor, which said licensor may deny, withhold or condition in its sole and exclusive discretion. Any assignment of this Agreement by Client, in whole or in part, without such prior written consent shall be null and void. This Agreement is also not assignable by EffortlessHR, Inc. without the express written consent of EffortlessHR, Inc.'s licensor, which said licensor may deny, withhold or condition in its sole and exclusive discretion. Any assignment of this Agreement by EffortlessHR, Inc. in whole or in part, without such prior written consent shall be null and void. Notwithstanding the foregoing, upon the termination of the license agreement between EffortlessHR, Inc. and its licensor, this Agreement shall be automatically assigned to and assumed by EffortlessHR, Inc.'s licensor and the Client by subscribing to the "EffortlessHR Website", hereby expressly agrees to recognize such assignment and EffortlessHR, Inc.'s licensor as the assignee of and under this Agreement. 15. Miscellaneous. a. This Agreement and any operating rules for use of the EffortlessHR Website constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. b. This Agreement shall be construed in accordance with the laws of the State of Arizona, United States of America, and applicable federal laws without regard to conflicts of law principles. c. Client and EffortlessHR, Inc. expressly agree if any claim, controversy or dispute between the parties cannot be resolved through negotiation, then the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. The mediation shall take place in Tucson, Arizona and the parties hereto shall share equally in the cost thereof. A good faith attempt at mediation shall be a condition precedent to the commencement of an arbitration proceeding, but is not a condition precedent to any court action for injunction, provisional remedy or other relief pending the outcome of the mediation. Notwithstanding anything to the contrary contained in this section, the parties hereto each have the right in a proper case to obtain temporary restraining orders and temporary or preliminary injunctive relief from a court of competent jurisdiction, provided, however, that the parties agree to contemporaneously submit their dispute for mediation as provided herein. d. Except for controversies, disputes or claims related to trademarks or copyrights or other intellectual property rights owned by EffortlessHR, Inc.'s licensor in and to the certain online human resources management tool licensed to EffortlessHR, Inc. under the private label "EffortlessHR", any controversy or claim arising out of or relating to this contract, or the breach thereof, not settled first by mediation, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Such arbitration proceeding shall be conducted in Tucson, Arizona. Except as limited by this Agreement, the arbitrator will have the right to award or include in his award any relief which he deems proper in the circumstances, including, without limitation, money damages (with interest on unpaid amounts from the date due), specific performance, injunctive relief and attorneys' fees and costs provided that the arbitrator will not have authority to award exemplary or punitive damages. The award and decision of the arbitrator will be conclusive and binding upon all parties hereto. Notwithstanding anything to the contrary contained in this section, the parties hereto each have the right in a proper case to obtain temporary restraining orders and temporary or preliminary injunctive relief from a court of competent jurisdiction, provided, however, that the parties agree to contemporaneously submit their dispute for arbitration on the merits as provided herein. e. Subject to section 14 c and 14 d above, the parties hereto each irrevocably submit to jurisdiction of the state and federal courts in Tucson, Arizona and do hereby waive any objection that it may have to either the jurisdiction or venue in such courts. f. No waiver by either party of any breach or default here under shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. g. If any provision of this Agreement is judicially or administratively interpreted or construed as being in violation of law, unenforceable and not subject to modification or reduction, such articles, sections, sentences, words, clauses or combinations thereof shall be deemed severed from the Agreement and rendered inoperative, and the remainder of this Agreement shall remain binding upon the parties hereto and shall be interpreted to give the maximum enforceability possible.