The Quick Divorce™ Terms of Use Agreement
Last Updated: 07/18/24
This Terms of Use Agreement (this “Agreement”) constitutes a legal agreement between the user accessing the TQD™ Services (“you” or “your”) and The Quick Divorce™, Inc™., a Delaware corporation (herein referred to as “TQD™,” “we,”’ “us,” or “our”) governing your use of the TQD™ Services.
Key Definitions
“TQD™ Services” means the Websites, Service, Filing Services (if purchased or included with your tier of purchased services), and any other products or services made available to you through the Websites and/or Service by TQD™ (but excluding any Third Party Offerings, as defined below).
“Websites” means our websites located at [www.thequickdivorce.com; thequickdivorce.com/es; eldivorciorapido.com], their subdomains, and any other websites that include an authorized link to this Privacy Notice.
“Service” means our proprietary online service which enables users to fill out and prepare paperwork filings for separation, paternity and/or divorce proceedings.
“Filing Services” means any court filing services, electronic or otherwise, provided by TQD™ to file documents with the applicable court(s) for the applicable paternity or dissolution proceeding.
Please carefully read this Agreement (as amended by us from time-to-time as set forth in Section 2). Please feel free to contact TQD™ at info@thequickdivorce.com if you have any questions about this Agreement. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR YOU DO NOT MEET THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW, YOU MAY NOT ACCESS OR USE THE TQD™ SERVICES (OR ANY PART THEREOF).
NOTICE OF AGREEMENT TO ARBITRATE AND WAIVER OF CLASS ACTIONS: THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE IN SECTION 12 BELOW WHICH WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION AND A WAIVER OF YOUR RIGHT TO a jury trial and to PARTICIPATE IN CLASS ACTIONS.
NOTICE OF WARRANTY & LIABILITY DISCLAIMERS: PLEASE BE ADVISED TQD™ DOES NOT PROVIDE ANY WARRANTIES TO YOU, AND THIS AGREEMENT LIMITS OUR LIABILITY TO YOU AS SET FORTH IN SECTION 9.
NO LEGAL ADVICE: YOU UNDERSTAND AND AGREE THAT TQD™ IS NOT A LAW FIRM OR AN ATTORNEY, DOES NOT PERFORM SERVICES PERFORMED BY AN ATTORNEY, AND DOES NOT ACT AS, AND IS NOT YOUR OR ANY OTHER USERS’ ATTORNEY OR LEGAL COUNSEL. ANY OPTIONAL LANGUAGE MADE AVAILABLE FOR YOUR USE BY TQD™ THROUGH THE TQD™ SERVICES (E.G., SUGGESTED LANGUAGE FOR FILLING OUT DIVORCE PROCEEDING FORMS) (“OPTIONAL LANGUAGE”) IS PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY. OPTIONAL LANGUAGE IS NOT INTENDED TO, NOR SHALL IT, CONSTITUTE SPECIFIC LEGAL ADVICE OR BE A SUBSTITUTE FOR THE ADVICE OR SERVICES OF AN ATTORNEY. YOU UNDERSTAND AND AGREE THAT, UNLESS YOU ARE OTHERWISE REPRESENTED BY AN ATTORNEY, YOU ARE REPRESENTING YOURSELF IN ANY LEGAL MATTER THAT YOU UNDERTAKE THROUGH THE TQD™ SERVICES.
By clicking “I accept” or otherwise accessing or using the TQD™ Services in any manner, including, visiting or browsing the Websites and/or creating an Account (as defined in Section 6.1): (a) you acknowledge that you have read, understand, and agree to be bound by all the terms and conditions of this Agreement and TQD™’s Privacy Policy available at [www.thequickdivorce.com/privacy-policy] (the “Privacy Notice”); and (b) you affirm, represent and warrant that you are at least 18 years of age and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement.
TQD™ reserves the right to update or modify this Agreement at any time. The revised Agreement will be presented via the Websites and/or the user-interface of the Service. All updates and modifications to this Agreement will be effective from the day they are posted online (except as stated below). If we make any material changes to this Agreement, we will provide reasonable prior notice of these changes via email at the email address you provided at the time you registered your Account. It is your responsibility to regularly visit and review this Agreement. If you do not agree to any updates or modifications to this Agreement, simply do not use or access the TQD™ Services and terminate your Account. Your continued use of the TQD™ Services after we have posted the updated Agreement, signifies to us that you acknowledge and agree to be bound by the revised Agreement.
When using particular services, features, and/or materials through or in connection with the TQD™ Services, additional terms and conditions or other operating rules, policies and procedures may be applicable to, and govern, your use of such services, features, and/or materials, in addition to those in this Agreement (collectively, the “Additional Terms”). You agree to comply with all such Additional Terms applicable to your use of the TQD™ Services. All such Additional Terms are hereby incorporated into and made a part of this Agreement by reference. In the event the provisions of any Additional Terms conflict with this Agreement, the Additional Terms shall control solely with respect to the subject matter covered by such Additional Terms.
Any personally identifiable information provided or collected through or in connection with your use of the TQD™ Services shall only be used in accordance with this Agreement and our www.thequickdivorce/privacy-policy By using the TQD™ Services, you acknowledge and consent to the use and processing of your information in accordance with this Agreement and as set forth in the Privacy Notice. Please be advised that, if you have purchased access to the Service, or otherwise registered an Account, the other party to the applicable dissolution proceeding (“Other Party”) will have access to all of your Documents (as defined in Section 6.3(a)). As such, please make sure the Documents are in final form and that you are ready for such Documents to be shared with the Other Party prior to submitting them to the Service. TQD™ does not make your Documents available to any third party other than as necessary to provide you the TQD™ Services, and as expressly provided for in this Agreement and our Privacy Notice.
5.1. Eligibility. In order to use the TQD™ Services and/or create an Account for the Service you: (a) must be at least 18 years old or the applicable age of majority in your jurisdiction; and (b) must not have been previously removed, terminated, and/or suspended from accessing and/or using the TQD™ Services.
5.2. Right to Access the TQD™ Services. Subject to your compliance with this Agreement, you are permitted, on a non-exclusive, non-transferable, non-sublicensable, and revocable basis, a limited right to (a) access and browse the Websites, and (b) access and use the Service, solely over the internet, to fill out and prepare dissolution paperwork filings for divorce proceedings; and in each case, for your own personal, non-commercial use, and in accordance with this Agreement.
5.3. Prohibited Activities. You agree that you will not, and will not permit any third party to: (a) submit documents or information directly into the TQD™ Services except as expressly authorized in this Agreement; (b) modify, adapt, translate or create derivative works based on the TQD™ Services (or any part thereof), or any related documentation; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the TQD™ Services (or any of its underlying software), except as expressly permitted by applicable law; (d) distribute, license, sublicense, assign, transfer or otherwise make available to any third party the TQD™ Services, or any related documentation; (e) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of TQD™ or its suppliers on or within the TQD™ Services or related documentation; (f) engage in conduct or submit to or in connection with the use of the TQD™ Services any material that is illegal, inaccurate, misleading, misappropriated, infringing, dilutive, or defamatory; (g) use any meta tags, "hidden text", robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the TQD™ Services and/or any content (except caching or as necessary to view the Websites), without our prior written permission or authorization; (h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, or provide or publish any false, inaccurate, or misleading information in connection with the use of the TQD™ Services or otherwise regarding the TQD™ Services; (i) publicly disseminate TQD™ Services performance information or analysis (including without limitation benchmarks) except with TQD™’s prior written consent; (j) cause damage, embarrassment or adverse publicity to TQD™; (k) interfere with or disrupt the integrity or performance of the TQD™ Services, or any system, network or data, or attempt to gain unauthorized access to the TQD™ Services or its related systems or networks; (l) remove, circumvent, disable, damage or otherwise interfere with security-related features of the TQD™ Services, features that prevent or restrict use or copying of any content accessible through the TQD™ Services, or features that enforce limitations on use of the TQD™ Services; or (m) use the TQD™ Services in violation of any Court Rules or Applicable Laws (as each term is defined in Section 6.5), including, without limitation, export laws.
5.4. Functional Compatibility and System Abuse. When submitting content, documents, or other information to or in connection with the use of the TQD™ Services, you agree to submit only content, documents or information that is functionally and technically compatible with the TQD™ Services. You agree not to attempt and will not damage, corrupt, tamper with or infect the TQD™ Services, the content, or any information or telecommunication system of TQD™ with a virus or other malicious computer code, program, or materials. You agree to only use the TQD™ Services for the permitted purposes stated in this Agreement, and will not engage in abusive activity with respect to the TQD™ Services.
5.5. Availability; TQD™ Services Maintenance. You acknowledge and agree that TQD™ may interrupt the TQD™ Services as TQD™ deems necessary in order to maintain, repair, restructure or make adjustments to the TQD™ Services. TQD™ will use commercially reasonable efforts to perform TQD™ Services maintenance during non-business hours.
5.6. Changes to the TQD™ Services. TQD™ reserves the right to modify the TQD™ Services (or any part thereof) at its discretion at any time for any reason, including without limitation modification, additions or deletions of features, functionalities, and content available through the TQD™ Services or any part thereof.
5.7. TQD™ Proprietary Rights. As between you and TQD™, TQD™ and its licensors retain all right, title and interest, and any and all intellectual property rights, in and to the TQD™ Services, including, without limitation, any and all content, messages, data, text, including any Optional Language, graphics, images, photos, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the TQD™ Services (but excluding your Submissions), any and all modifications, enhancements, and updates to any of the foregoing. The TQD™ trademarks are strictly owned by TQD™, and nothing in this Agreement will be construed to transfer ownership rights or grant any permission, license, or other rights to any TQD™ trademark without written authorization from TQD™. The trademarks, service marks, logos, and/or names of individuals, companies, and/or products mentioned through the TQD™ Services may be the trademarks of their respective owners. TQD™ reserves all rights and licenses not expressly granted to you in this Agreement and no implied license is granted by TQD™. The TQD™ Services, and its underlying technology, are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries.
5.8. Comments and Suggestions. You agree that any comments or suggestions that you provide to TQD™ regarding the TQD™ Services, including, without limitation, the functionality and/or features of the TQD™ Services and/or any feedback, suggestions or ideas in response to any customer survey (collectively, “Comentarios”) shall be deemed, and shall remain, the property of TQD™, and you hereby assign all right, title and interest in and to such Comments to TQD™. None of the Comments shall be subject to any obligation of confidence on the part of TQD™ and TQD™ shall not be liable for any use or disclosure of any Comments. Without limitation of the foregoing, TQD™ shall be entitled to unrestricted use of the Comments for any purpose, commercial or otherwise, without compensation or attribution to the provider of the Comments.
6.1. Accounts. To access and use certain features of the TQD™ Services (including, but not limited to, the Service) you may need to create and register an account (“Account”). In addition, if you have purchased Filing Services or your tier of purchased services includes Filing Services, to the extent necessary to file Documents (as defined in Section 6.3(a)) with the applicable court(s), you hereby authorize TQD™ the right to create accounts under your name and on your behalf with the applicable third party electronic Filing Services providers utilized by TQD™ and/or with the applicable court(s) (such account, a “Filing Account”), and you agree to provide TQD™ with all relevant information, signatures, data, passwords, usernames, PINs, and other information, materials, and content necessary for TQD™ to file Documents on your behalf. In registering an Account, or authorizing TQD™ to create a Filing Account on your behalf, you agree to provide and maintain information that is true, accurate, current, up to date, and complete. You agree that you will not create an Account, or permit or direct TQD™ to create a Filing Account on your behalf, as applicable, (a) using a false identity or information, or (b) if you have been previously removed, suspended or banned by us from use of the TQD™ Services, or any part thereof. You agree to provide TQD™ with true, accurate, and complete information for registration of your Account and/or Filing Account (as applicable) and to promptly update such information whenever it is no longer accurate. TQD™ reserves the right to limit the number of Accounts and/or Filing Accounts (as applicable) that can be created from any one computer or mobile device and the number of computer or mobile devices that can access an individual Account and/or Filing Account (as applicable).
6.2. Account Security. We have implemented reasonable measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. The safety and security of your information also depends on you. No data transmission over the Internet, mobile networks, wireless transmission, or electronic storage of information can be guaranteed 100% secure. Where We have given you (or where you have chosen) a password for access to certain parts of our Site, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. You provide us with your information at your own risk. You are solely responsible for any access to, use of, or other activity related to, the TQD™ Services, originating from your Account, regardless of whether such activity is authorized by you. If for any reason you become aware of any unauthorized use of the TQD™ Services, or feel either your Account has been compromised or duplicated, you shall immediately notify TQD™.
6.3. Your Submissions.
(a) Submissions. Subject to the licenses you grant us in this Agreement, as between TQD™ and you, you will retain ownership of any messages, photos, video, audio, images, data, information, text and/or any other content or materials that you post, submit, transmit, and/or upload, or otherwise provide us, in connection with the use of the TQD™ Services (collectively, “Submissions”). For the avoidance of doubt, such ownership does not include the rights to any Optional Language, Documents, or templates provided through the TQD™ Services, or the right to use any Optional Language or Documents other than in accordance with your authorized use of the TQD™ Services pursuant to this Agreement. You represent and warrant that: you have obtained all permissions, rights and/or approvals as may be necessary or required to transmit Submissions, or any personally identifiable information therein, in connection with the use of the TQD™ Services, and to grant the licenses and authorizations to process Submissions as set forth in this Agreement our Privacy Notice. For the avoidance of doubt, nothing contained herein shall waive or limit the applicable court’s rights in and to the dissolution paperwork and any ancillary exhibits, forms, paperwork, and/or documents provided or received by such courts through the Service (“Documents”), or any records, representation, data or other information contained in or related to any Document as part of the record in a court case (“Information”), or any other data that is submitted, collected or transmitted through the Service, to the extent such rights exist or as otherwise provided in any applicable Court Rules.
(b) License to Submissions. By providing Submissions, you grant TQD™ a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid, transferable right and license (including through the use of subcontractors) to copy, reproduce, use, host, store, transfer, publicly display, publicly perform, transmit, reproduce, modify (for the purpose of formatting for display), and distribute your Submissions, in whole or in part, solely as authorized by you, and as otherwise permitted in this Agreement and our Privacy Notice.
(c) Your Responsibility. You acknowledge and agree that you, and not TQD™, are solely responsible for any and all Submissions transmitted, contributed, or otherwise provided by you in connection with the use of the TQD™ Services, including its legality, reliability, accuracy, and appropriateness.
6.4. Consent to Filing Services. If you have purchased, or your tier of purchased services includes, Filing Services, you acknowledge and agree that each transaction to file legal and/or court documents through the Service (each, a “Filing Transaction”) shall contain all necessary information for TQD™, the applicable court case management system providers, and the applicable court(s) to identify you. Each Filing Transaction shall contain documents and filings for only one case. In addition, you acknowledge and agree that, unless otherwise expressly provided in the applicable Court Rules, by submitting a Filing Transaction for electronic filing with the court, you consent on behalf of yourself, and any applicable filing party named in the Filing Transaction, to receive electronic service with respect to such Filing Transaction at the electronic service address provided in such Filing Transaction.
6.5. Compliance. You shall adhere to and comply with (a) all applicable local, state, federal, national or international laws, rules and regulations of the jurisdiction that are applicable to your use of the TQD™ Services (collectively, “Applicable Laws”), and (b) all applicable local, state and federal court terms and conditions, schedules, mandates, ordinances, administrative orders, rules, laws and regulations, including without limitation, if you have purchased the Filing Services, any terms and conditions or other agreements that you are required to accept (electronically or otherwise) to submit a Filing Transaction through the Service or otherwise with the applicable courts (all of the foregoing, collectively, the “Court Rules”).
6.6. Electronic Communications. By using the TQD™ Services, you consent to receiving electronic communications from TQD™, including, without limitation, notices posted through the user-interface of the Service in connection with the TQD™ Services, and/or via email at the primary e-mail address associated with your Account. These electronic communications may include notices about information concerning or related to your use of the TQD™ Services. These electronic communications are part of your relationship with TQD™, and you receive them as part of your use of the TQD™ Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should print and retain a copy of all such disclosures and communications.
6.8. Release. ON BEHALF OF YOURSELF AND YOUR SUCCESSORS, ASSIGNS, REPRESENTATIVES, AGENTS, AND ANYONE ELSE CLAIMING BY OR THROUGH YOU, YOU HEREBY EXPRESSLY RELEASE, DISCHARGE, AND HOLD TQD™ AND ITS EMPLOYEES, AGENTS, REPRESENTATIVES, SHAREHOLDERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, SUCCESSORS OR ASSIGNEES (THE “RELEASED PARTIES”), HARMLESS FROM, AND WAIVE, ANY AND ALL CLAIMS (INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH), DEMANDS, AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO ANY OF YOUR INTERACTIONS AND/OR DISPUTES WITH ANY OTHER USERS. IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY WAIVE, ON BEHALF OF YOURSELF AND YOUR SUCCESSORS, ASSIGNS, REPRESENTATIVES, EMPLOYEES, AGENTS, CLIENTS, AND ANYONE ELSE CLAIMING BY OR THROUGH YOU, CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS/HER/THEIR FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM/HER/THEM MUST HAVE MATERIALLY AFFECTED HIS/HER/THEIR SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY(IES).”
7.1. TQD™ Services Fees. Certain features of the TQD™ Services may require you to pay fees (“TQD™ Services Fees”). Before you pay any TQD™ Services Fees, you will have an opportunity to review and accept the TQD™ Services Fees that you will be charged for your use of such features of the TQD™ Services. TQD™ reserves the right to determine pricing for the TQD™ Services. TQD™ will make reasonable efforts to keep pricing information published on our Websites up to date. We may increase or add new TQD™ Services Fees by giving you advance notice of changes before they apply. For more information regarding pricing, please see our Pricing Page.
7.2. Statutory Court Fees. This Section applies to the extent you have purchased Filing Services or your purchased tier includes Filing Services. You are solely responsible for the payment of any filing, recording, or copy fees imposed by applicable court rule or statute (“Court Fees”), whether TQD™ first collects such fees from you and then pays the applicable court on your behalf, or TQD™ advances such Court Fees to the applicable court on your behalf and collects such Court Fees from you subsequently. Further, you acknowledge that if such Court Fees are not paid when due to TQD™, your filing may be voided pursuant to applicable Court Rules.
7.3. Payment. Except as otherwise expressly stated herein, all fees and amount due to TQD™ hereunder shall be due and payable by you in advance. You agree to, and shall, pay TQD™, and hereby authorize TQD™ and its third payment processors (currently, Paypal), and such payment processor’s affiliates, subsidiaries, service providers, contractors, and agents (collectively, “Payment Processors”) to charge you, using the credit card, debit card, banking transfer, ACH, or other payment method selected by you in your Account or at the time of the transaction (“ Payment Method”) all fees and amounts, TQD™ Services Fees, Court Fees, Taxes (as defined below), and other applicable charges payable by you to TQD™ as set forth in this Agreement, in accordance with the payment terms then in-effect. You will be asked to supply certain information relevant to your transaction including, without limitation, information required to authorize and charge your Payment Method. You represent and warrant that you have the legal right to use the Payment Method(s) provided by you. By submitting such information, you grant TQD™ the right to provide such information to its third party service providers (including, our Payment Processors) for purposes of facilitating the completion of transactions and payments of fees due and payable by you hereunder. Verification of your information may be required prior to the acknowledgment or completion of any payment transactions.
7.4. Taxes. All fees payable by you are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) (“Taxes”), and you agree to bear and be responsible for the payment of all such Taxes, excluding taxes based upon TQD™’s net income.
The TQD™ Services may contain links to third party websites (“External Websites”) that may offer certain third party products, applications, and/or services (collectively, “Third Party Services”). The External Websites, third party APIs, and Third Party Services (collectively, “Third Party Offerings”), are owned, controlled, and operated by the applicable third party providers of the External Websites, third party APIs, and/or Third Party Services, and not TQD™. Your use of Third Party Offerings is governed by, and subject to, the applicable terms and conditions, terms of service, and/or similar end user agreements for such Third Party Offerings, which shall be solely between you and the applicable provider of the Third Party Offerings. TQD™ shall not (a) be a party to any agreement you have entered into with any providers of Third Party Offerings, (b) have any responsibility or liability for the performance of the provider of its obligations under or in connection with any agreements between you and the provider of the Third Party Offerings, (c) be obligated to maintain or support any such Third Party Offerings, or (d) be obligated to provide you with updates, fixes, or services related to such Third Party Offerings.
9.1. No Warranties. THE TQD™ SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND TQD™ AND ITS AFFILIATES AND SUPPLIERS DO NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AND EXPRESSLY DISCLAIM ALL REPRESENTATION, WARRANTIES, AND DUTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE, NON-INFRINGEMENT, TITLE, LEGALITY, AVAILABILITY, SECURITY, OPERABILITY, USE, QUIET ENJOYMENT, QUALITY, FUNCTIONALITY, OR ACCURACY, OR ANY WARRANTIES WITH RESPECT TO COMPLETENESS, COMPLETION OF FORMS, RECEIPT OF DOCUMENTS BY LOCAL GOVERNMENTS, APPROVAL OF DOCUMENTS BY LOCAL GOVERNMENTS, TIMELINESS OF SERVICES, ADEQUACY OF FEES PAID TO LOCAL GOVERNMENTS, OR ERROR OR VIRUS-FREE STORAGE.
TQD™ ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS ON OR THROUGH THE TQD™ SERVICES AND/OR ANY INFORMATION, CONTENT, AND/OR MATERIALS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE TQD™ SERVICES (“TQD™ SERVICES MATERIALS”) AND IS NOT RESPONSIBLE IN ANY WAY FOR THE FUNCTIONALITY, SPECIFICATIONS, OR ANY OTHER ASPECT OF THE TQD™ SERVICES AND/OR ANY TQD™ SERVICES MATERIALS. TQD™ SERVICES MATERIALS ARE PROVIDED FOR INFORMATIONAL PURPOSES AND PERSONAL USES ONLY. TQD™ DOES NOT GUARANTEE THAT DEFECTS IN THE TQD™ SERVICES AND/OR TQD™ SERVICES MATERIALS WILL BE CORRECTED, OR THAT THE TQD™ SERVICES AND/OR TQD™ SERVICES MATERIALS WILL BE (A) COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER, OR ANY THIRD PARTY PRODUCTS OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY OFFERINGS); (B) AVAILABLE ON AN UNINTERRUPTED (INCLUDING WITHOUT LIMITATION TQD™ SERVICES SUSPENSIONS), TIMELY, SECURE OR ERROR-FREE BASIS; (C) COMPLIANT WITH ANY LEGAL REQUIREMENTS; OR (D) ACCURATE, RELIABLE, COMPLETE, OR OTHERWISE VALID.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TQD™, ANY THIRD PARTY, OR THROUGH THE TQD™ SERVICES, SHALL CREATE ANY WARRANTY. YOU UNDERSTAND THAT TQD™ ONLY PROVIDES YOU WITH ACCESS TO THE TQD™ SERVICES, AND THAT YOU TAKE FULL RESPONSIBILITY FOR YOUR USE OF THE TQD™ SERVICES. YOUR USE OF THE TQD™ SERVICES IS AT YOUR OWN DISCRETION AND SOLE RISK.
9.2. Disclaimer – No Legal Advice. YOU UNDERSTAND AND AGREE THAT TQD™ DOES NOT PROVIDE LEGAL ADVICE AND THAT TQD™ IS NOT A LAW FIRM OR AN ATTORNEY, MAY NOT PERFORM SERVICES PERFORMED BY AN ATTORNEY, AND ANY OPTIONAL LANGUAGE IS NOT A SUBSTITUTE FOR THE ADVICE OR SERVICES OF AN ATTORNEY. RATHER, UNLESS YOU ARE OTHERWISE REPRESENTED BY AN ATTORNEY, YOU ARE REPRESENTING YOURSELF IN ANY LEGAL MATTER THAT YOU UNDERTAKE THROUGH THE TQD™ SERVICES. NO ATTORNEY-CLIENT RELATIONSHIP OR PRIVILEGE IS CREATED WITH TQD™. IF YOU NEED LEGAL ADVICE FOR A SPECIFIC PROBLEM, YOU SHOULD CONSULT WITH A QUALIFIED ATTORNEY LICENSED TO PRACTICE IN THE APPLICABLE JURISDICTION FOR YOUR MATTER (“QUALIFIED ATTORNEY”). YOUR USE OF ANY OPTIONAL LANGUAGE IS AT YOUR SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR EVALUATING WHETHER SUCH OPTIONAL LANGUAGE IS APPROPRIATE FOR YOUR USE. TQD™ DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND REGARDING YOUR USE OF ANY OPTIONAL LANGUAGE, INCLUDING WITHOUT LIMITATION THE SUITABILITY THEREOF AND ANY RESULTS ARISING THEREFROM. BEFORE USING ANY OPTIONAL LANGUAGE, YOU SHOULD CONSIDER OBTAINING ADDITIONAL INFORMATION AND ADVICE FROM A QUALIFIED ATTORNEY.
9.3. Disclaimer – Translations. THE TQD™ SERVICES MAY CONTAIN TRANSLATIONS POWERED BY THIRD PARTY SERVICES, SUCH AS GOOGLE TRANSLATE, OR THAT ARE PROVIDED BY A THIRD PARTY TRANSLATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TQD™, ON BEHALF OF ITSELF AND ITS SUPPLIERS, DISCLAIMS ALL WARRANTIES RELATED TO ANY TRANSLATIONS MADE FROM ENGLISH INTO ANY OTHER LANGUAGE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE OFFICIAL TEXT OF THE TQD™ SERVICES IS ENGLISH. ANY DISCREPANCIES OR DIFFERENCES CREATED IN TRANSLATION ARE NOT BINDING AND HAVE NO LEGAL EFFECT FOR COMPLIANCE OR ENFORCEMENT PURPOSES. IF ANY QUESTIONS ARISE RELATED TO THE ACCURACY OF THE INFORMATION CONTAINED IN THE TQD™ SERVICES, PLEASE REFER TO THE ENGLISH VERSION OF THE TQD™ SERVICES.
9.4. Disclaimer - Filing Services Systems. THE DISCLAIMER IN THIS SECTION APPLIES SOLELY IF YOU HAVE PURCHASED FILING SERVICES, OR SUCH SERVICES ARE INCLUDED WITH YOUR TIER OF PURCHASED TQD™ SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU ACKNOWLEDGE THAT NEITHER THE TQD™ NOR THE APPLICABLE COURTS NOR THE APPLICABLE FILING MANAGER NOR THE APPLICABLE CASE MANAGEMENT SYSTEMS FOR SUCH COURTS EDITS, NOR CAN THEY VERIFY, THE COMPLETENESS, PROPRIETY, OR ACCURACY OF THE DOCUMENTS OR ANY INFORMATION OR OTHER SUBMISSIONS SUBMITTED THROUGH THE TQD™ SERVICES. NEITHER TQD™ NOR THE APPLICABLE COURTS NOR THE APPLICABLE FILING MANAGER NOR THE APPLICABLE CASE MANAGEMENT SYSTEMS FOR SUCH COURTS HAS ANY CONTROL OVER THE CONTENTS OF ANY DOCUMENT FILED THROUGH THE TQD™ SERVICES AND IS NOT RESPONSIBLE FOR ANY ALLEGED LOSS OF PRIVILEGE OR OTHER CLAIMED INJURY TO DUE DISCLOSURE OF SEALED, CONFIDENTIAL OR PRIVILEGED INFORMATION IN ANY DOCUMENTS, INFORMATION, OR OTHER SUBMISSIONS TRANSMITTED OR PROVIDED THROUGH THE TQD™ SERVICES. FURTHER, TQD™ DOES NOT GUARANTEE THAT ANY DOCUMENTS WILL BE DEEMED FILED BY THE APPLICABLE COURT, OR WILL BE DEEMED FILED BY SUCH COURT WITHIN A PARTICULAR PERIOD OF TIME.
9.5. Disclaimer – Third Party Offerings. TQD™ DOES NOT ENDORSE, IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY OR QUALITY, AS TO ANY THIRD PARTY OFFERINGS, THEIR CONTENT, OR THE MANNER IN WHICH THE APPLICABLE PROVIDERS OF SUCH THIRD PARTY OFFERINGS HANDLE YOUR DATA. IN ADDITION, TQD™ IS NOT AND WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND ANY PROVIDERS OF ANY THIRD PARTY OFFERINGS. TQD™ IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR ACCESS OR USE OF ANY THIRD PARTY OFFERINGS OR YOUR RELIANCE ON THE PRIVACY PRACTICES OR OTHER POLICIES OF THE PROVIDERS OF ANY THIRD PARTY OFFERINGS.
9.6. Limitation on TQD™’s Damages and Liability. IN NO EVENT SHALL TQD™ BE LIABLE OR OBLIGATED, WITH RESPECT TO THIS AGREEMENT, YOUR USE OF AND/OR INABILITY TO USE THE TQD™ SERVICES, AND/OR ANY INFORMATION, CONTENT AND/OR MATERIALS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE TQD™ SERVICES (INCLUDING ANY OPTIONAL LANGUAGE), WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF TQD™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR OBLIGATION, FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, (B) ANY DAMAGES FOR LOST PROFITS, INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, (C) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, (D) ANY AMOUNTS IN EXCESS OF $25 USD IN THE AGGREGATE OR, IF GREATER, THE TQD™ SERVICES FEES (EXCLUDING ANY COURT FEES) PAID BY YOU FOR THE APPLICABLE TQD™ SERVICE(S) GIVING RISE TO LIABILITY, OR (E) FOR ANY MATTER BEYOND TQD™’s REASONABLE CONTROL. THE FOREGOING DAMAGE EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF ANY REMEDY OF ITS ESSENTIAL PURPOSE FAILS.
9.7. Application of Disclaimers and Limitations to Consumers. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO CONSUMERS (I.E., A PERSON ACQUIRING GOODS OR SERVICES OTHERWISE THAN IN THE COURSE OF A BUSINESS), SO THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS SET FORTH IN THIS SECTION 9 MAY NOT APPLY TO YOU IF YOU ARE A CONSUMER. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES AND LIABILITY CONTAINED IN THESE TERMS DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES AND REMEDIES CONTAINED IN THIS AGREEMENT SHALL APPLY TO YOU AS A CONSUMER ONLY TO THE EXTENT SUCH LIMITATIONS OR EXCLUSIONS AND REMEDIES ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED, AND SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
9.8. Basis of the Bargain. The warranty disclaimers and limitation of liability set forth above are fundamental elements of the basis of the agreement between TQD™ and you. TQD™ would not be able to provide the TQD™ Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of TQD™’s suppliers.
You agree to indemnify, defend, protect and hold harmless TQD™, its parent corporations, subsidiaries, successors, assigns, partners, employees, agents, affiliates, contractors, and consultants and their respective directors, officers, employees and agents from and against all losses, claims, and expenses (including attorneys’ fees and costs, incurred by TQD™ with or without suit and whether incurred on appeal or in bankruptcy) arising out of or relating to (a) breach of this Agreement by you, (b) any use or misuse of the TQD™ Services by you; (c) violation of any Applicable Laws or Court Rules by you; (d) inaccurate, out of date, errors or omissions, or otherwise incorrect information provided, submitted, or transmitted by or on behalf of you, as well as any action taken by you as a direct or indirect result of the information displayed on or otherwise provided through the TQD™ Services; (e) your Submissions, Documents, and Information; and/or (f) your use or misuse of any Third Party Offerings or violation of any terms and conditions, terms of service, or other agreement applicable to any Third Party Offerings.
This Agreement will remain in full force and effect as long as you continue to access or use the TQD™ Services or until terminated in accordance with the provisions of this Agreement.
TQD™ may immediately and without notice suspend or terminate your rights to access or use the TQD™ Services, terminate the transmission of any or all Filing Transaction(s) (if applicable), and/or terminate this Agreement with respect to you if (a) TQD™, in good faith, believes that you have used the TQD™ Services in violation of this Agreement, including any incorporated guidelines, terms or rules, or in a manner that poses a security risk or an imminent risk to TQD™ or the TQD™ Services or that will interfere materially with the proper continued operation of the TQD™ Services, or (b) if TQD™ is subject to a court or governmental order stating that any such access or use must cease.
In addition, in accordance with TQD™’s then-current data retention and deletion policies, if your Account is inactive, then TQD™ may (i) archive your Submissions and Documents, (ii) deactivate your Account, and/or (iii) suspend your rights to access or use the Service and any Filing Services (if applicable); provided that, prior to taking any of the foregoing actions, TQD™ shall provide you with prior notice. You may be required to repurchase access to the Service to reactivate your Account. If you do not reactivate your Account within the period set forth in our notice to you, TQD™ may permanently delete your Submissions and Documents and terminate your Account and access to the Service.
You agree that, upon any termination of this Agreement, your right to use the TQD™ Services will automatically terminate and you will immediately cease any and all access and/or use of the TQD™ Services. Sections 1, 2, 3, 4, 5.3, 5.4, 5.7, 5.8, 6.3, 6.7, 6.8, 7, and 9 through 16 will survive any termination or expiration of this Agreement.
12.1. Ley que rige. The laws of the State of Florida will govern this Agreement and any claims, actions, and/or disputes arising under this Agreement, without regard to conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods in its entirety and the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA are expressly excluded from this Agreement. The Federal Arbitration Act and federal arbitration law apply to the agreement to arbitrate by the parties set forth in this Section 12.
12.2. Disputes. You agree that any dispute between you and TQD™ arising out of or relating to this Agreement, the TQD™ Services (or any part thereof), and/or any content, materials, and/or services provided by TQD™ hereunder (collectively, “Disputes”) shall be governed by the provisions set forth in this Section 12.
12.3. Notice of Disputes. A party who intends to seek arbitration or bring other action permitted under this Section 12 with respect to any Dispute, must first send a written notice of the Dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail to info@thequickdivorce.com (“Dispute Notice”). TQD™’s address for Dispute Notices is: 1172 S. Dixie HWY, Suite 408, Coral Gables, FL 33146. The Dispute Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought.
12.4. Informal Resolution. You and TQD™ agree to use good faith efforts to resolve the Dispute directly, but if you and TQD™ do not reach an agreement to do so within 60 days after the Dispute Notice is received, you or TQD™ may commence an arbitration proceeding or other permitted action, as set forth in this Section 12.
12.5. Agreement to Arbitrate. In the interest of resolving Disputes between you and TQD™ in the most expedient and cost-effective manner, and except as described in Section 12.9, you and TQD™ agree that every dispute arising in connection with this Agreement will be resolved by binding individual (not class) arbitration (the “Agreement to Arbitrate”). Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This Agreement to Arbitrate includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. THIS AGREEMENT TO ARBITRATE MEANS YOU AND TQD™ WAIVE YOUR/ITS RESPECTIVE RIGHTS TO A JURY TRIAL. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE AGREEMENT TO ARBITRATE AND THE ARBITRATION PROVISIONS SET FORTH IN THIS SECTION 12 ARE GOVERNED BY THE FEDERAL ARBITRATION ACT.
12.6. Arbitration. Any arbitration between you and TQD™ will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules in effect at time the claim is submitted (the “Rules”) as modified by this Section 12.6. You and we agree that the following rules will apply to the proceedings: (a) the arbitration will be heard and determined by a single, neutral arbitrator selected in accordance with the Rules; (b) the arbitration will take place in Miami-Dade county where you live or at another mutually agreed location; (c) the arbitration will be conducted virtually or based solely on written submissions (at the choice of the party seeking relief); (d) the arbitration must not involve any personal appearance by the parties or witnesses (unless we and you agree otherwise), and provided that, Disputes that involve a claim of more than $10,000 USD must be resolved per the Rules about whether the arbitration hearing has to be in-person; (e) the arbitral proceedings and all pleadings, documents, evidence, submissions, and any other written evidence shall be in the English language; and (f) any judgment on the arbitrator’s rendered award may be entered in any court with competent jurisdiction. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. The arbitrator shall have the authority to grant all relief that a court of competent jurisdiction could order, including awards of attorney’s fees and costs. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. A party electing arbitration must initiate proceedings by filing an arbitration demand with the AAA. The Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.
12.7. Fees. You are responsible for paying your portion of the fees set forth in the AAA fee schedule and TQD™ will be responsible for the remainder of the fees, if you are the prevailing party. If you believe you cannot afford the AAA fees, you may apply to AAA for a fee waiver. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees, including those incurred by TQD™ will be governed by the Rules. In that case, you agree to reimburse TQD™ for all monies previously disbursed by it that are otherwise your obligation to pay under the Rules.
12.8. Opting-Out of Arbitration. If you do not wish to resolve disputes by binding arbitration, you may opt out of the Agreement to Arbitrate within 30 days after the date that you first agree to this Agreement by sending a letter to The Quick Divorce™ Inc., Attention: Arbitration Opt Out, info@thequickdivorce.com and 1172 S. Dixie HWY, Suite 408, Coral Gables, FL 33146, that specifies: your full legal name, the email address used to register an Account (if applicable), and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once TQD™ receives your Opt-Out Notice, the Agreement to Arbitrate will be void and the parties agree that the exclusive jurisdiction and venue described in Section 12.10 will govern any action arising out of or related to this Agreement. The remaining provisions of this Section 12 will not be affected by your Opt-Out Notice.
12.9. Exception to Arbitration. Notwithstanding anything in this Agreement to the contrary to the extent you have in any manner violated or threatened to violate any of TQD™’s intellectual property rights, TQD™ may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of Florida, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and you hereby consent to the personal jurisdiction and exclusive venue in such courts. In addition, despite the Agreement to Arbitrate, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; or (c) seek injunctive relief in a court of law in aid of arbitration.
12.10. Enforceability; Venue. If the Agreement to Arbitrate is found not to apply to your or our claim, you and TQD™ agree that any judicial proceeding will be brought in the federal or state courts located in Miami-Dade County, Florida. Both you and TQD™ consent to venue and personal jurisdiction there.
12.11. Prevailing Party. Subject to Section 9, in the event that either party institutes any arbitration, legal suit, action, or proceeding against the other party arising out of or relating to this Agreement and/or the TQD™ Services (or any part thereof), the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.
12.12. No Class Actions. YOU MAY ONLY RESOLVE DISPUTES WITH TQD™ ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN’T ALLOWED UNDER THIS AGREEMENT.
12.13. Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, you expressly acknowledge and agree that any claim or cause of action arising out of or related to your use of the TQD™ Services (or any part thereof) or this Agreement must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.
The provisions in this Agreement are for the sole benefit of you and TQD™ and shall not inure to the benefit of any other person either as a third party beneficiary or otherwise.
You and TQD™ are independent contractors. Neither you nor TQD™ is an employee, agent, representative, broker, or partner of one another. This Agreement shall not be construed to create an association, joint venture, or partnership between you or TQD™ to impose any partnership obligation or liability upon either party.
Neither this Agreement nor any part or portion may be assigned or otherwise transferred by you without TQD™’s prior written consent. TQD™ may freely assign this Agreement and/or delegate the performance of any services hereunder to its affiliates, employees, contractors, agents, and subcontractors. Should any provision of this Agreement be held to be void, invalid, unenforceable, or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby. Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are for convenience only and do not constitute a part of this Agreement. The failure of TQD™ to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver of the right of TQD™ to assert or rely upon such provision or right in that or any other instance. The official text of this Agreement (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that this Agreement be drawn up in the English language only. In the event of any dispute concerning the construction or meaning of this Agreement, reference will be made only to this Agreement as written in English and not to any translation into another language.
This Agreement, the Privacy Notice, and the consents provided by you on or through the TQD™ Services, embodies the entire agreement between you and TQD™. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the intentions of the parties as reflected in that provision and the allocation of risks set forth in this Agreement, and agree that the remaining provisions of this Agreement shall remain in full force and effect.
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