Terms of Service

Terms of Service

1. Scope of Agreement and Contractual Primacy.

(a) These Master Service Terms and Conditions (hereinafter “Terms”) constitute the exclusive and complete terms, contractual obligations and agreements governing the professional services provided by WORKFORCE CONNECT, LLC DBA SHORALINK, an Indiana-domiciled corporation (hereinafter “SHORALINK”), to the entity designated as the Client within any authorized Order Confirmation (hereinafter “Client”).

 

(b) This “Agreement” incorporates: (i) the terms and conditions in the primary Order Confirmation along with any subsequent Order Confirmations executed between the parties, all of which are subject to these Terms; and (ii) these Terms in their entirety. This Agreement supersedes all prior or contemporaneous understandings, agreements, negotiations, proposals, representations and warranties, and communications, both written and oral agreement.

 

(c) If there is a direct contradiction, or discrepancy, between the Terms and the specific details of an Order Confirmation, these Terms shall control unless the Order Confirmation explicitly and specifically declares that a particular provision of said Order Confirmation is intended to override these Terms, and then only the identified provision in the Order Confirmation shall control concerning that Order Confirmation only, and not to any other or subsequent Order Confirmation, and the balance of these Terms shall otherwise control.  

 

(d) These Terms shall prevail over any general terms, conditions, or purchasing requirements submitted by the Client, regardless of the timing of such submissions or whether the Client has provided a request for proposal or purchase order. Provision of services to the Client shall not constitute an acceptance of any of the Client’s terms and conditions, and does not serve to modify, amend, or alter these Terms.  Any modification or amendment of the Terms, must be in writing and signed by all parties.

 

(e) This Agreement supersedes and makes null and void any prior agreements between Client and SHORALINK, or any prior entities, companies or corporations acting in the same or a similar capacity as SHORALINK, as of the effective date of this Agreement.

2. Relationship and Status of the Parties.

SHORALINK personnel working for the Client are independent contractors. This Agreement creates no partnership, joint venture, or employment relationship between SHORALINK and the Client. Any personnel working directly for SHORALINK, with an employment contract between the employee and SHORALINK, are the exclusively employees of SHORALINK.  The Client does not have any authority over any of the employees of SHORALINK.

3. Duration and Term of Engagement.

(a) This Agreement shall be fully enforceable and valid upon the Effective Date, which shall be explicitly identified in the first Order Confirmation. This Agreement shall remain in full force and effect for a term of one (1) year (hereinafter “Initial Term”) and may be extended in accordance with paragraph 3(b).

 

(b) Following the Initial Term, this Agreement shall automatically extend for a period of one (1) year, and an additional one-year (1) term every year thereafter, termination shall only in accordance with the terms of this Agreement.   

4. Non-Exclusivity of Relationship.

This is a non-exclusive relationship. SHORALINK may provide similar services to other clients, and the Client may obtain similar services from other providers.

5. SHORALINK’s Service Obligations.

SHORALINK shall provide the following administrative and recruitment services:

 

(a) Collaborating and coordinating extensively with the Client to determine the needs and requirements of the Client to target, recruit, and select SHORALINK Personnel. 

 

(b) Recruiting personnel based on a flat fee structure negotiated with the Client prior to engagement with personnel, but subject to the conditions in paragraph 6.

 

(c) Facilitating the Client in hiring, legal engagement, or termination of any SHORALINK Personnel.

 

(d) Managing general human resources functions, including tracking of time, attendance, and the administration of applicable benefits (hereinafter “HR Activities”).

 

(e) Serving as the Client’s primary and exclusive point of contact for all administrative and operational transactions arising under this Agreement and/or pertaining to SHORALINK Personnel.

6. Client’s Operational and Administrative Obligations.

The Client is required to fulfill the following obligations:

 

(a) Provide detailed and accurate Specifications to SHORALINK to facilitate the recruitment of proposed SHORALINK Personnel for the Client.

 

(b) Offer input and final approvals regarding the selection of proposed SHORALINK Personnel to be hired or engaged.

(c) Grant SHORALINK Personnel the requisite access to Client’s IT systems, telecommunications networks, computer equipment, and resources necessary for the execution of Client Work.

 

(d) Supply all policies, data, and necessary information needed by SHORALINK and/or SHORALINK Personnel to carry out Services or Client Work, ensuring such information is complete and accurate.

 

(e) Maintain and provide required equipment, including, but not limited to, laptops, communications equipment, software licenses and access, and manuals, as needed for SHORALINK Personnel to complete required performance objectives.

 

(f) Obtain and maintain all necessary licenses and consents, and comply with all applicable Laws, in relation to the Services and Client Work, including the access to any software required by Client to be used by SHORALINK Personnel in performing the identified Client Work.

 

(g) Provide consistent, and productive, training, supervision, and guidance to ensure work is executed efficiently and effectively.

 

(h) Report performance deficiencies and/or unsatisfactory work performance, in accordance with the Terms of this Agreement, by SHORALINK Personnel to SHORALINK.

 

(i) Immediately document, in accordance with the requirements in this Agreement, and report labor conflicts between SHORALINK Personnel and the Client to SHORALINK.

 

(j) Adhere to all applicable laws, ordinances, and regulations, including those governing data privacy, and privacy of personal information.

 

(k) Define standard working hours, which shall generally be 9:00 a.m. until 5:00 p.m., Monday-Friday, and excluding holidays.  Any deviations from the standard hours in this paragraph need to be reported to SHORALINK.  

 

(l) Respond promptly to SHORALINK’s requests for production of information, approvals, or authorizations as needed by SHORALINK to provide the services in accordance with this Agreement.

7. Service Delivery and SHORALINK Personnel Selection.

(a) SHORALINK shall provide, and the Client shall accept, professional services as detailed throughout this Agreement (hereinafter “Services”).  SHORALINK shall recruit and engage individuals residing outside the United States based on the specific requirements and standards provided by the Client, which include requirements for technical skills, educational background, professional experience, and preferred operational hours (these individuals are the “SHORALINK Personnel”).

 

(b) The specific tasks and deliverables produced by SHORALINK Personnel shall be executed under the direct guidance, daily supervision, and management of the Client; this output is defined as “Client Work”. The term “Services” under this Agreement refers to the administrative and recruitment activities of SHORALINK and specifically excludes the actual output of “Client Work”.

8. Introductory Evaluation Window (Probation).

SHORALINK Personnel are engaged under a ninety (90) day probationary period, which shall be referred to as the Trial Period. If the Client does not formally notify SHORALINK, in writing within the 90 day period that a replacement or termination is required, SHORALINK Personnel shall be considered a permanent placement with the Client. If a replacement is requested within this window, SHORALINK shall perform additional recruitment services to source a candidate with the same, or substantially similar, qualifications. However, any modification to the original requirements submitted by the Client shall void this recruitment replacement of the probationary SHORALINK Personnel and result in a new Order Confirmation, and additionally fees for termination of the previous Order Confirmation as outlined in this Agreement.

9. Adjustments to Staffing and SHORALINK Personnel Changes.

(a) If the Client desires to increase the number of SHORALINK Personnel, the Client must submit a formal written request, specifically identified as a “SHORALINK Personnel Change Request”, at least fifteen (15) days prior to the intended start date.

 

(b) If the Client is dissatisfied with SHORALINK Personnel after the Trial Period, the Client shall follow formal warning procedures listed in paragraph 9(c) and submit a formal written Change Request. If the Client submits a Change Request, and it is granted, or if the SHORALINK Personnel voluntarily departs from the Client after the formal warning procedures, the Client is responsible for a Termination Fee and a new Substitute Recruiting Fee equal to the originally negotiated amount.

 

(c) The Client shall ensure poor performance is properly documented, including evidence of poor performance, and shall also produce an Unsatisfactory Performance Form to SHORALINK if Client desires to have the SHORALINK Personnel terminated. After the necessary documents and forms are provided to SHORALINK, SHORALINK shall issue formal warnings based on SHORALINK internal policies. Termination of SHORALINK Personnel shall only be done by and at the sole direction and discretion of SHORALINK. SHORALINK Personnel are not employees of the Client; SHORALINK Personnel are independent contractors.

 

(d) In the event SHORALINK Personnel is terminated, or SHORALINK personnel voluntarily quit, after the Trial Period, the Client shall pay a Termination Fee in the amount of the remaining salary and fees owed under the Order, plus a twenty percent (20%) administrative fee.

 

(e) SHORALINK reserves the right to update its service delivery methods provided such changes do not materially impact the scope, fees, or timeline established in the Order Confirmation.

10. Client Acts or Omissions and Liability Relief.

In the event SHORALINK is hindered, delayed, or prevented from completing and/or satisfying its duties under this Agreement as a result of inference, failure to act, or omission by the Client, its agents, employees, or subcontractors, SHORALINK shall not be considered in breach of its contractual obligations. Furthermore, SHORALINK shall not be held liable for any costs, financial charges, or losses sustained by the Client that arise, whether directly or indirectly, from such prevention or delay.

11. Fees, Financial Terms, and Payment Default.

(a) Service Fees: The Client shall pay the fees specified in the Order Confirmation, which are subject to a mandatory annual increase of at least 5% or as necessitated by law, without prior notice to the Client.  An increase in fees under this provision shall not be considered a change in the terms of the Order Confirmation or this Agreement.

 

(b) Expense Reimbursement: The Client shall reimburse and pre-approved out-of-pocket expenses and a 20% markup shall be included if incurred by SHORALINK Personnel.  The pre-approval of these fees shall be in writing.

 

(c) Recruitment Fee: The Client shall pay a $500 fee per search, with 50% of the fee due as a non-refundable advance to begin the process.

(d) Payment Terms: SHORALINK shall invoice the Client bi-weekly, and all invoices must be paid in full within ten (10) days of the Client receiving the invoice. Invoices shall be sent to the Client ten (10) days in advance of the contracted services and must be paid in accordance with the terms of this Agreement and any Order Confirmation for the services to be provided to the Client.

Notwithstanding the standard bi-weekly schedule, the Client’s first invoice shall include a requirement for the payment of two (2) bi-weekly periods in advance (the “Initial Advance Payment”). This Initial Advance Payment must be settled in full prior to the commencement of the services.

Payments shall be made in US dollars via wire, ACH, or credit card.  The processing fees associated with payment of the invoices, such as credit card processing fees, shall be the responsibility of the Client. Any fees associated with failed payments, shall be the sole responsibility of the Client.

 

(e) Default Penalties: If an invoice is unpaid for a period of seven (7) days beyond the due date, the Client shall pay a late fee of $100 on the subsequent invoice and shall be billed an additional fee of $100 for each additional 10-day period the Client is late in making the required payment.  Late payments may also result in suspension of services, or termination of the Order Confirmation and Agreement until the required fees and invoice amounts are paid, to include any late penalties.  Additionally, Failure to pay the agreed upon amounts may also result in litigation and Client shall be responsible for all costs associated with litigation and any costs associated with SHORALINK enforcement payment.

 

(f) Early Termination for Default:  If the Client fails to make payment, under the terms of this Agreement and the Order Confirmation, and is more than seven (7) days late on the payment of an invoice, SHORALINK may determine the Client is in default under the terms of this Agreement and terminate the Agreement with Client, in which case, SHORALINK shall send a “Notice of Termination” to Client specifying the termination date.  In the event of termination of the Agreement as a result of Client’s default on payment, Client shall be responsible for a Termination Fee, which is the payment of the remaining amount due, including benefits, to SHORALINK Personnel under the terms of the Order Confirmation, plus an early Administration Fee in the amount of 20% of the amount due.  Accordingly, Client agrees that it would be impracticable or extremely difficult to fix actual damages; therefore, the Termination Fee, including any Administrative Fee, is not a penalty, but constitutes services rendered by the SHORALINK Personnel.

 

(g) Conversion Option (Buy-out): After 6 months of service, Client shall have the option of hiring SHORALINK Personnel as a direct hire.  If the Client exercises this option, Client shall provide SHORALINK written notice, 30 days prior to the time Client wants to direct hire; additionally, the Client shall pay to SHORALINK the amount of $10,000 if the direct hire occurs within 7-12 months of SHORALINK’s placement with the Client; the Client shall pay to SHORALINK the amount of $7,000 if the direct hire occurs within 12-24 months of SHORALINK’s placement with the Client; or the Client shall pay to SHORALINK the amount of $5,000 if the direct hire occurs 24 months, or more, after  SHORALINK’s placement with the Client. This payment shall be made directly to SHORALINK and shall be made within 10 days of SHORALINK’s acceptance of Client’s notice on hiring.

 

12. Responsibility for Taxes and Levies.

The Client shall be solely responsible for the payment of all sales, use, excise, and/or similar taxes, as well as any other duties or governmental charges of any nature imposed by federal, state, or local authorities on any amounts payable to SHORALINK under the terms of this Agreement, and shall hold SHORALINK harmless as to the same.

13. Intellectual Property Ownership and Warranties.

(a) “Intellectual Property Rights” include all copyrights, patents, trademarks, and trade secrets.

 

(b) The Client may require SHORALINK Personnel to sign specific IP assignment, confidentiality, or non-disclosure documents regarding “Client Work”.

 

(c) SHORALINK does not guarantee that SHORALINK Personnel will execute these documents and makes no representation or warranty regarding the non-infringement of IP rights by any SHORALINK Personnel.

14. Protection of Confidential Information.

(a) Both parties shall protect non-public, personal and proprietary information with a reasonable standard of care.

 

(b) Disclosure of information is restricted to authorized recipients, and who are bound by similar confidentiality terms.  Any disclose of information shall only be made to individuals who need the information and/or have a valid reason for requiring the information.

 

(c) SHORALINK is not liable for any unauthorized disclosure of Client data by SHORALINK Personnel.  SHORALINK is expressly authorized to use the Client’s logo and name in any marketing materials, without the prior consent of the Client, unless restricted through a formal written agreement with signature of both parties.

15. Non-Compete and Non-Solicitation Restrictions.

(a) The Client shall not engage in the services or any transactions with any entities or personal introduced to the Client by SHORALINK, or engage by the Client through SHORALINK, for a period of 12 months after the formal termination of services with SHORALINK.  If the Client violates any of the Terms in this Agreement, SHORALINK shall be allowed to pursue the Client for lost fees and other costs and benefits, to include damages.  If Client violates this term and it results in litigation, Client shall be responsible for all costs associated with litigation.

 

(b) The Client shall not use any information ascertained from SHORALINK to improve its methods or processes, or in the solicitation and recruitment by the Client for direct hire. Additionally, the Client may not use any information learned through its relationship with SHORALINK to improve its own services and/or products or to assist any competitors of SHORALINK. 

 

(c) Direct solicitation or hiring of SHORALINK staff or  SHORALINK Personnel shall result in a  fee equal to twelve (12) months of that individual’s total compensation or fees.  Additionally, if Client violates this term and it results in litigation, Client shall be responsible for all costs associated with litigation.

 

16. Exclusion of Warranties and Non-Reliance.

THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND SHORALINK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, NONE OF SHORALINK OR SHORALINK PERSONNEL MAKES ANY WARRANTY OF ANY KIND THAT THE SHORALINK PERSONNEL, SERVICES, DELIVERABLES, CLIENT WORK, THIRD-PARTY SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, INCREASE CLIENT’S SALES OR REVENUE, OR RETURN ON INVESTMENT, OR THAT ANY CLIENT WORK WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES OR PRODUCTS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE, OR COMPLY WITH PRIVACY LAWS OR ACCESSIBILITY LAWS. CLIENT ACKNOWLEDGES AND AGREES THAT WITHOUT THIS WARRANTY DISCLAIMER SET FORTH IN THIS SECTION, SHORALINK WOULD NOT ENTER INTO THIS AGREEMENT WITH CLIENT.

17. Comprehensive Limitation of Liability.

a) IN NO EVENT SHALL ANY OF SHORALINK BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SHORALINK OR SHORALINK PERSONNEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

 

(b) IN NO EVENT SHALL SHORALINK AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SHORALINK PURSUANT THE APPLICABLE ORDER CONFIRMATION IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

(c) The limitation of liability set forth above shall not apply to (i) liability resulting from SHORALINK’s gross negligence or willful misconduct; and (ii) death or bodily injury resulting from SHORALINK’s negligent acts or omissions.

 

18. Indemnification Obligations.

(a) Client’s Indemnification. Client agrees to defend, indemnify, and hold harmless SHORALINK its parent, subsidiaries, and affiliates, and each of its respective directors, officers, employees and agents “SHORALINK Parties”) from and against any claim, demand, obligation cause of action, debt, or liability (including reasonable attorneys’ fees) arising from: (i) Client’s breach of any warranty, representation or obligation of Client under this Agreement; (ii) any claim that Client or SHORALINK Personnel has violated any Laws or that any Client Materials or Client Work infringe or violate the publicity right, privacy right or the Intellectual Property Rights of a third party; (iii) any claim that the Client Work or Services do not comply with applicable Laws, including the Americans with Disabilities Act, as amended (“ADA”), or any similar state, federal or international Laws with respect to accessibility of the Client Work, Services or Deliverables by disabled or physically disadvantaged users; or (iv) any claim by SHORALINK Personnel, governmental agencies, or third parties with respect to this Agreement whatsoever, including SHORALINK Personnel’s employment, engagement or termination by any of the SHORALINK Personnel or SHORALINK Parties, Client Work, or any actions or inactions by Client, its affiliates and their respective employees, officers, directors, agents or contractors.

 

(b) Conditions to Indemnity. In claiming any indemnification hereunder, SHORALINK shall promptly provide the Client with written notice of any claim which SHORALINK believes falls within the scope of the indemnifications provided by this Agreement. SHORALINK, shall at Client’s expense, reasonably assist in the defense of such claims, provided that the Client shall control such defense and all negotiations relative to the settlement of any such claim, and further provided that any settlement intended to bind, or impose any liability or admission of liability upon, any member of SHORALINK Parties or SHORALINK Personnel, shall not be final without such member of the SHORALINK Parties’ or SHORALINK Personnel” prior written consent.

 

(c) Claims by SHORALINK Personnel. (i) If any SHORALINK Personnel, its successors, assigns or dependents file any labor action against Client, in any jurisdiction, Client will immediately notify SHORALINK of such situation and Client will have the right to: (i) submit its defense to the appropriate forum; (ii) negotiate and, when appropriate, resolve and settle the labor dispute, provided that any settlement intended to bind, or impose any liability or admission of liability upon, any member of SHORALINK Parties or SHORALINK Personnel, shall not be final without such member of the SHORALINK Parties’ or SHORALINK Personnel’s prior written consent. In any event, Client shall pay all amounts that the competent authority awards.

 

(d) Certain Definitions. As used herein: “Client Materials” means, collectively, all Content and all other information in any form or media, including documents, data, know-how, ideas, specifications, software code, and other materials provided to the SHORALINK Parties or SHORALINK Personnel, by or on behalf of Client, whether or not the same: (i) are owned by Client, a third party, or in the public domain; or (ii) qualify for or are protected by any Intellectual Property Rights. “Content” means any data, information, audio, visual, and audiovisual content, including illustrations, graphics, pictures, images, music, sound effects, lyrics, narration, text, film, symbols, video, animation, characters, and interface layouts and designs, whether or not the same qualify for or are protected by any Intellectual Property Rights.

 

19. Force Majeure and Uncontrollable Events.

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to SHORALINK hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

20. Termination Procedures and Rights.

(a) Either party may terminate their obligation under the terms of this Agreement and any Order Confirmations with thirty (30) days’ written notice, after the Initial Term.

 

(b) Client may terminate this Agreement and all Order Confirmations if SHORALINK has breached a material term of this Agreement, and SHORALINK fails to cure a material breach within fifteen (15) days, after SHORALINK receives Client’s written notice of such breach, provided, however, that if the default is of a nature that requires more than 15 days to cure, SHORALINK shall not be in default of this Agreement if it has commenced to cure during such initial 15 day period and thereafter diligently prosecutes such cure to completion.

 

(c) SHORALINK may terminate immediately, upon written notice to the Client, if Client, other than with respect to a Payment Default which is covered by paragraph 11, fails to pay any amount when due under this Agreement and such failure continues for thirty (30) days after Client’s receipt of written notice of nonpayment; other than with respect to a Payment Default which is covered by paragraph 11, has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

21. Survival of Specific Terms.

Provisions regarding liability, non-solicitation, confidentiality, and payments survive the termination of this Agreement.

22. Assignment and Delegation Restrictions.

The Client is strictly prohibited from assigning its rights or delegating its obligations under this Agreement without SHORALINK’s express prior written consent. Any unauthorized assignment is null and void and shall be considered a breach of this Agreement.

23. Exclusion of Third-Party Beneficiaries.

This Agreement exists solely for the benefit of the signing parties and their permitted successors; no other entity has legal or equitable rights under these Terms.

24. Formal Notices and Communication.

Notices shall be in writing and delivered via email (with receipt confirmation) and may also be sent via personal delivery or certified mail.  All written notices shall be sent to the following:

 

SHORALINK                                                                         CLIENT

Address:                                                                                  Address:

___________________________                                          _________________________

___________________________                                          _________________________

___________________________                                          _________________________

 

 

Email:                                                                                     Email:

___________________________                                          _________________________

25. Severability of Provisions.

If any provision is found to be invalid or unenforceable, it shall not affect the validity of the remaining provisions of the Agreement.

26. Waiver, Amendment, and Modification Procedures.

No waiver is effective unless in writing. This Agreement may only be amended through a formal written document signed by authorized representatives of both parties.

27. Interpretation, Language, and Usage.

The term “including” shall mean, “including, without limitation.” Headings and titles shall not be used to interpret this Agreement but are only for convenience. The parties to this Agreement have had the opportunity to obtain counsel of their choice in the review, negotiation, and documentation of this Agreement, accordingly, this Agreement shall not be interpreted against one or the other party as the drafter of this Agreement. U.S. English shall be the only language for the interpretation and enforcement of this Agreement.

28. Governing Law.

This Agreement and all related matters are governed by the internal laws of the State of Indiana, without regard to conflict of law principles.

29. Submission to Exclusive Jurisdiction & Waiver of Jury Trial

(a) Jurisdiction: Any legal action arising from this Agreement shall be instituted in the Federal or state courts located in Indiana, and both parties submit to this exclusive jurisdiction.  Specifically, if the legal action is to be filed in state court, it shall be filed in the County of the business address for SHORALINK, and all parties shall submit to that jurisdiction.

 

(b) Irrevocable Waiver of Jury Trial: Both parties irrevocably and unconditionally waive their right to a trial by jury for any legal action or controversy arising from this Agreement.

 

(c) Execution in Counterparts: This Agreement may be executed in counterparts. Electronic signatures (e.g., DocuSign) shall have the same legal force as original signatures.