THE INSTANT PERSONAL ASSISTANT, INC.

USER TERMS AND CONDITIONS

Last updated: January 15, 2017

The IPA Platform connects its users with "IPAssissants" to perform assistant-like services on their behalf. We essentially serve as an intermediary between both sides of those transactions (users and assistants) and do not actually perform any services itself (other than running the platform and providing technical support). Think of us as the "Uber" for personal assistants. For those reasons, the terms below explain the relationship between Company, its Clients and the IPAssistants. While we aim to deliver a high-quality experience to all users, we are reliant on many third parties to do so and do not exercise control over these third parties. If you have any questions about these terms or the IPA Platform we encourage you to contact us at [email address]. We're thrilled to have you on board.

Among other things, these Terms of Service include:

  • Your agreement that the IPA Platform is provided “as is” (Section 11).
  • Your agreement that Company has no liability regarding the IPA Platform (Section 12).
  • Your acknowledgment and agreement that Company does not supervise, direct or control a IPAssistant’s work or the Tasks in any manner (Section 1) and Company has no liability regarding the performance of Tasks.
  • Your agreement to indemnify Company from claims due to your use or inability to use the IPA Platform or content submitted from your account to the TaskRabbit Platform (Section 13).

These Terms of Service (“Terms of Service” or “Agreement” govern the use of the community platform offered by THE INSTANT PERSONAL ASSISTANT, INC. (“Company”) via Company’s mobile application, website or other similar software platforms or mediums (collectively, the “IPA Platform”).

Your use of the IPA Platform constitutes your acceptance of and agreement to all of the terms and conditions in these Terms of Service and any future amendments and additions to this Agreement (as defined below) as we may publish from time to time. You represent and warrant that that: (1) you are 21 years of age or older and are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (2) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement. You are required to agree to and accept these Terms of Service and other policies or terms of IPA to access and use the IPA Platform.

 

1. IPA Platform Connects IPAssistants and Clients

The IPA Platform is a software-based communications platform which enables the connection between Clients and IPAssistants. “Clients” are individuals and/or businesses seeking to obtain assistant, administrative or other agreed upon services (“Services”) from IPAssistants and are therefore clients of IPAssistants, and “IPAssistants” are individuals and/or businesses seeking to perform Services for Clients. Clients and IPAssistants together are hereinafter referred to as “Users.” If you agree on the terms of a Service with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 3 below. COMPANY DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES. COMPANY DOES NOT SUPERVISE, DIRECT OR CONTROL A IPASSISTANT’S WORK OR THE SERVICES IN ANY MANNER, WHICH IPASSISTANT HEREBY ACKNOWLEDGES.

The IPA Platform only enables connections between Users for the fulfillment of Services. Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Services, IPAssistants, Clients, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the Services requested and services provided by Users identified through the IPA Platform whether in public, private, or offline interactions.

 

2. User Vetting

Company cannot and does not assume any responsibility for the accuracy or reliability of identity or background check information or any information provided through the IPA Platform. When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE IPA PLATFORM AND YOU HEREBY RELEASE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE IPA PLATFORM.

 

3. Contract between Clients and IPAssistants

You acknowledge and agree that a contract (the “Service Agreement”) is formed when you agree on the terms of a Service with another User. The terms of the Service Agreement include the terms set forth in this Section 3, the engagement terms proposed and accepted on the IPA Platform, and any other contractual terms accepted by both the Client and the IPAssistant to the extent such terms do not conflict with the terms in this Section 3 and do not expand Company’s obligations or restrict Company’s rights under this Agreement. You agree that Company is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other service relationship between Company and the IPAssistant.

Where approved in advance by the Client, the IPAssistant is not obligated to personally perform the Services. Before any Services are performed by any assistants, helpers, subcontractors or other personnel engaged by the IPAssistant, the IPAssistant shall require any such individuals to become registered IPAssistants on the IPA Platform pursuant to Company policies as described on the IPA Platform. The IPAssistant assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required and applicable state and federal income tax withholdings as to the IPAssistant and all persons engaged by the IPAssistant in the performance of the Service.

The Client shall pay for completed Service through the PSP (as defined below) as indicated on the IPA Platform at the rates agreed to in the engagement terms. Both parties agree to notify Company of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally via Company representatives for at least thirty (30) days before initiating any proceeding between the parties.

 

4. Billing and Payment

Users of the IPA Platform contract for Services directly with other Users. Company will not be a party to any contracts for Services or services. Payment for Services through the IPA Platform is made directly from the Client to the IPAssistant and not by Company. Users of the IPA Platform will be required to provide their credit card or bank account details to Company and the Payment Service Provider retained by Company (the “PSP”). Clients will be responsible for paying the invoice for each Service (the “Invoice”) included in which may be a fee charged by IPA in consideration of providing the Platform to its Users.

IPAssistants may be required to register with the PSP, agree to Terms of Service of the PSP and go through a vetting process at the request of the PSP to set up their account with the PSP. When Client receives confirmation through the IPA Platform or via email that a Service has been completed, Client automatically authorizes Company to provide Client's payment details to the PSP for processing of Service Payment, out of pocket expenses owed to IPAssistant, and the service charge and platform fees owed to Company for the use of the IPA Platform. You may be charged a cancellation fee through the PSP if you book a Service, but cancel it before it is completed, as set forth in the Service pricing terms.

Company reserves the right, in its sole discretion (but not the obligation), upon request from Client or IPAssistant or upon notice of any potential fraud, unauthorized charges or other misuse of the IPA Platform, to (i) place on hold any Service Payment and out of pocket expenses, or (ii) refund, provide credits or arrange for the PSP to do so. Service Payment and fees must be paid through the PSP as indicated on the IPA Platform. Users of the IPA Platform will be liable for any taxes (including VAT, if applicable) required to be paid on the Services provided under the Agreement (other than taxes on Company’s income).

 

5. Release

The IPA Platform is only a tool for connecting Users. Because Company is not involved in the actual contact between Users or in the completion of the Service, in the event that you have a dispute with one or more Users, you release Company and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS IPA PLATFORM. Company’s sole liability with respect to disputes between Users shall the refund of any fees used collected by Company in connection with such services.

 

6. Termination and Suspension

Company may terminate or suspend your right to use the IPA Platform in the event that we believe that you have breached this Agreement (a “User Breach”) by providing you with written or email notice of such User Breach and such termination or suspension, and termination or suspension will be effective immediately upon delivery of such notice. If Company terminates or suspends your right to use the IPA Platform as a Client for a User Breach, you will not be entitled to any refund of unused balance in your account, and you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the IPA Platform is terminated or suspended, this Agreement will remain enforceable against you.

Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the IPA Platform at its sole discretion. Except for refundable fees you have advanced to Company (if any), Company is not liable to you for any modification or discontinuance of all or any portion of the IPA Platform. Notwithstanding anything to contrary in this Section 6, Company has the right to restrict anyone from completing registration as a IPAssistant if Company believes such person may threaten the safety and integrity of the IPA Platform, or if, in Company’s discretion, such restriction is necessary to address any other reasonable business concern.

You may terminate this Agreement at any time by ceasing all use of the IPA Platform. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

 

7. Account, Password, Security and Mobile Phone Use

You must register with Company and create an account to use the IPA Platform. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or Company for accessing the IPA Platform. You are solely and fully responsible for all activities that occur under your password or account. Company has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact Company immediately. By providing your mobile phone number and using the IPA Platform, you hereby affirmatively consent to our use of your mobile phone number for calls and texts in order to perform and improve upon the IPA Platform. Company will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply.

 

8. Your Information

"Your Information" is defined as any information and materials you provide to Company or other Users in connection with your registration for and use of the IPA Platform, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your online distribution and publication of Your Information. The information and materials described in this Section, as provided by each User, is collectively referred to herein as “User Generated Content.”

You hereby represent and warrant to Company that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Company or cause Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers. You hereby grant Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known or not currently known in order to perform and improve upon the IPA Platform.

 

9. Worker Classification and Withholdings

AS SET FORTH IN SECTION 1, COMPANY DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines. Users do not have authority to enter into written or oral - whether implied or express - contracts on behalf of Company. Each User acknowledges that Company does not, in any way, supervise, direct, or control a IPAssistant’s work or Services performed in any manner. Company does not set a IPAssistant’s work hours or location of work. Company will not provide any equipment, labor or materials needed for a particular Service. Company does not provide any supervision to Users. The IPA Platform is not an employment service and Company is not an employer of any User. As such, Company is not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with your use of Users’ Services. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

You agree to indemnify, hold harmless and defend Company from any and all claims that a IPAssistant was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a IPAssistant was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Company was an employer or joint employer of a IPAssistant, any claims under any applicable employment-related laws, such as, without limitation, those relating to employment termination, employment discrimination, harassment or retaliation, as well as, without limitation, any claims for unpaid wages, withholdings, overtime pay, failure to provide meal and rest breaks, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

 

10. Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the IPA Platform is, as to between Company and Users, owned by Company. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Company owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the IPA Platform without Company's express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Company and, if applicable, the holder of the rights to the User Generated Content. The service marks and trademarks of Company, including without limitation Company and Company logos are service marks owned by Company. Any other trademarks, service marks, logos and/or trade names appearing via the IPA Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

 

11. Disclaimer of Warranties

USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.

THE IPA PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE IPA PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE IPA PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE IPA PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE IPA PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE IPA PLATFORM WILL BE UNINTERRUPTED OR THAT THE IPA PLATFORM WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE IPA PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY SERVICE OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE IPA PLATFORM.

NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE IPA PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. COMPANY AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

 

12. No Liability

YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS ONLY WILLING TO PROVIDE THE IPA PLATFORM IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD COMPANY, ITS AFFILIATES, ITS LICENSORS, ITS PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE IPA PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION.

UNDER NO CIRCUMSTANCES WILL COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE IPA PLATFORM OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. COMPANY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE IPA PLATFORM. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT COMPANY OR ITS PARTNERS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.

 

13. Indemnification

You hereby agree to indemnify, defend, and hold harmless Company, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred, in connection with (i) your use or inability to use the IPA Platform, or (ii) any content submitted by you or using your account to the IPA Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Company.

 

14. Dispute Resolution

BINDING ARBITRATION. If you and Company are unable to resolve a Dispute through informal negotiations, all claims arising from use of the IPA Platform (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Company may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You and Company agree that any arbitration will be limited to the Dispute between Company and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.

LOCATION OF ARBITRATION. Arbitration will take place in Philadelphia County, Philadelphia. You and Company agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the state and Federal courts located in Philadelphia, Pennsylvania have exclusive jurisdiction and you and Company agree to submit to the personal jurisdiction of such courts. Except as expressly provided otherwise, this Agreement will be governed by, and will be construed under, the laws of the Commonwealth of Pennsylvania, without regard to choice of law principles.

 

15. General Provisions

Failure by Company to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and Company with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Company, its successors and assigns.

 

16. Changes to this Agreement and the IPA Platform

Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement (including the Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the IPA Platform or any content or information through the IPA Platform at any time, effective with or without prior notice and without any liability to Company. Company will endeavor to notify you of these changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the IPA Platform. Your continued use of the IPA Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Company may change, modify, suspend, or discontinue any aspect of the IPA Platform at any time without notice or liability. Company may also impose limits on certain features or restrict your access to parts or all of the IPA Platform without notice or liability.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, PRIVACY POLICY AND BEST PRACTICES GUIDE AND AGREE THAT MY USE OF THE IPA PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.