Welcome to the egniteBIZ website! The egniteBIZ website (the “Site”) is owned by RBP Interactive, LLC, a Florida limited liability company (“egniteBIZ”). By accessing, browsing or using the Site, or by purchasing any packages offered by egniteBIZ, you, the client (“Client”) are agreeing to comply with and be bound by the following Terms of Service (the “Terms”) and all terms and conditions incorporated by reference, which may include a supplementary “Order Form” or Web Development Agreement (collectively, “Agreement”).
1. Updates to Terms. egniteBIZ may, without notice to you, at any time amend these Terms and any other information contained on this Site. Any updated Terms will be posted at this URL, and are deemed to be in effect and binding on the date of amendment/posting to the Internet. Client acknowledges the same and agrees to check back to this webpage routinely or the most current version of the Terms. Continued use of the Site or Services by the Client after any updates to the Terms means that the Client consents to the newest version of the Terms.
2. Services. For purposes of these Terms, “Services” refers to the web development services and web development to build a website for client (“Client Site”) and, if any, web hosting services provided by egniteBIZ for Client. Specific terms and conditions apply to your purchase of Services from egniteBIZ and to specific portions or features of the Site. egniteBIZ’s obligations with regards to the Services are governed by these Terms and the specific Agreement pertaining to such Services, and nothing contained on the Site or in these Terms shall be construed to alter the Services’ specific terms and conditions. The materials on the Site with respect to Services may be outdated and egniteBIZ makes no commitment to update such material. Not all Services mentioned in these materials will be available to you and such references do not imply that egniteBIZ will make available such Services to you. Please consult egniteBIZ directly for information regarding the availability of particular services. egniteBIZ reserves the right, but not obligation, to require a credit check to be performed on any Client before providing any Services.
3. No Re-Sale/Transfer of Services. Reselling the Services, in whole or in part, is strictly prohibited without written approval from egniteBIZ. Client may not transfer the Services in any way without prior written consent from egniteBIZ. egniteBIZ’s approval for any transfer/assignment is contingent on, among other things, the assignee meeting egniteBIZ’s credit approval criteria. egniteBIZ may assign or outsource all or any part of the Services.
4. Domain Name Services. If Client’s Service package includes registration, renewal or the transfer a domain name (“Domain Name Services”), egniteBIZ will submit the request to an online registrar as soon as commercially possible. However, egniteBIZ is not responsible for any errors, omissions or failures of the registrar. Client is responsible for closing any account with any prior reseller or registrar for the requested domain name, and Client is responsible for responding to any inquiries sent to Client by the registrar. Client is solely responsible for renewals of the domain and to maintain valid and current information on file with the registrar for any domain hosted on egniteBIZ’s network. egniteBIZ will not responsible for notifying Client of any impending domain-related expiration dates. Generally, Client must submit a renewal request at least 45 days prior to the expiration of the domain. Client will keep its WHOIS information accurate and up-to-date. The e-mail address for the Administrative Contact in the WHOIS database must be the same as Client’s billing e-mail address in egniteBIZ’s records, and egniteBIZ may, but is not required to, change the e-mail address to comply with this requirement, if necessary. Client’s rights to any domain name are subject to the rules and regulations of ICANN, the Registrar, and applicable law. Please note that requests for domain name transfers may not succeed for a variety of reasons outside of egniteBIZ’s control and egniteBIZ is not responsible for any failure of any domain name request of any kind. Accordingly, Client waives any and all claims which it may have against egniteBIZ for any loss, damage, claim or expense arising out of or in relation to the Domain Name Services, including but not limited to registration, registration in any on-line or off-line network directories, membership lists or registration lists, or the release of the domain name from such directories or lists following the termination of the Services by egniteBIZ and/or the registrar for any reason. All provisions of the Terms apply to Domain Name Services, including but not limited to the warranty and indemnity provisions below. Client may not use a domain name which violates any laws nor infringes on a third party’s trademark, service mark, or other proprietary right. Client is solely responsible and liable for the domain name and Domain Name Services.
5. Term. The initial term of any Services will begin on the date that egniteBIZ sends an e-mail message announcing the activation of the Services ordered (“Start Date”) and will continue for the number of months as specified on the Agreement (“Initial Term”). Upon expiration of the Initial Term, the Services will automatically renew for successive monthly periods (each, a “Renewal Term”) until either party provides the other party with written notice of termination in accordance with these Terms. The Initial Term and any Renewal Term may be referred to collectively herein as the “Term.”
6. Suspension/Termination. Unless the Agreement between Client and egniteBIZ states otherwise:
a. Suspension of Services. Client agrees that egniteBIZ may suspend the Services if: (i) egniteBIZ reasonably believes that the Services are being used in violation of the Terms; (ii) Client fails to cooperate with any reasonable investigation of any suspected violation of the Terms; (iii) egniteBIZ reasonably believes that suspension of the Services is necessary to protect egniteBIZ’s network or other customers; (iv) as required by a law enforcement or government agency, or (v) if the Client’s payment account cannot be charged when payment becomes Due. Client agrees to pay a reasonable fee for reinstatement (“Reinstatement Fee”) following any suspension of Services.
b. Termination by Client. Client may terminate the Services and these Terms by providing egniteBIZ with thirty (30) days advance written notice. Upon termination, all Fees due for the remainder of the Initial Term and any Renewal Term, together with unpaid Recurring Fees, will become due on the business day following the termination date.
c. Termination by egniteBIZ. The Terms may be terminated by egniteBIZ prior to the expiration of the Initial Term or any Renewal Term without liability as follows: (i) upon seventy-two (72) hours notice if Client is overdue on the payment of any Fee; (ii) Client materially violates any provision of the Terms and fails to cure the violation within ten (10) days after receipt of a written notice from egniteBIZ describing the violation in reasonable detail in egniteBIZ’ sole discretion; (iii) upon twenty-four (24) hours notice if the Services are used in violation of a material term of these Terms.
7. Fees. Unless the Agreement between Client and egniteBIZ states otherwise, the following applies:
a. Recurring Fees. The per month fee for the Services specified on the Agreement is the “Recurring Fee.” Beginning on the Start Date, unless otherwise specified on Client’s Agreement, Client agrees to pay the Recurring Fee in advance on the first day of each billing cycle (“Due Date”), without invoice. The billing cycle for Recurring Fees is specified on the Agreement. By purchasing any Services and providing payment information, Client authorizes egniteBIZ to automatically charge to Client’s payment account the Recurring Fee on the Due Date throughout the Term.
b. Non-Recurring Fees. If Client requests egniteBIZ to perform Domain Name Services, Client will be charged a Domain Registration Fee as specified on the Agreement. If Client uses bandwidth or disk space in excess of that provided on the Agreement, Client agrees to pay an “Overage Fee” for such excess amounts. egniteBIZ may charge a set-up fee for certain Services (“Set-Up Fee”), a fee for credit card charge backs (“Charge Back Fee”), and other non-recurring fees relating to the Services. Domain Registration Fees, Overage Fees, Set Up Fees, Charge Back Fees, Reinstatement Fees (as defined below) and all other non-recurring fees relating to the Services are collectively referred to as “Non-Recurring Fees”. Client agrees to pay all Non-Recurring Fees when they are incurred.
c. Fee Increases. Recurring Fees and Non-Recurring Fees are collectively referred to as “Fees” or individually as a “Fee.” egniteBIZ may increase any or all Fees by giving notice to Client not less than thirty (30)days prior to the beginning of a Renewal Term applicable to the particular Fee which is subject to increase. Such Fee increase will be effective on the first day of the applicable Renewal Term. Unless Client gives notice to egniteBIZ of Client’s intent not to renew the Services as provided in Section 5, Client is deemed to have accepted the increased Fee for the applicable Renewal Term and any subsequent Renewal Terms (unless the Fees are increased in the same manner for a subsequent Renewal Term.)
8. Payment. Payment of Fees will be made to egniteBIZ by credit or debit card (“Card”) in United States dollars. Client authorizes egniteBIZ or an agent appointed by egniteBIZ to charge Fees to the Card. Fees are non-refundable. egniteBIZ may charge the Card for: (i) Recurring Fees and (ii) Non-Recurring Fees as incurred by Client. Fees charged but not disputed within sixty (60) days after the date that they are charged are conclusively deemed valid and owed. Client is required to provide egniteBIZ with changes to billing information, such as credit card expiration and change in billing address. Unpaid Fees will accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less. In the event that any amount due is not paid within thirty (30) calendar days after payment is due, egniteBIZ may immediately terminate the Agreement, or withhold or suspend Services, in its sole discretion. Client agrees to pay egniteBIZ’s reasonable costs of collection of overdue amounts, including collection agency fees, attorney’s fees and court costs in the event egniteBIZ has to seek legal grounds to collect amounts owed by Client.
9. Taxes. Client agrees to pay egniteBIZ all sales, VAT or similar tax imposed on the provision of the Services (but not in the nature of an income tax on egniteBIZ), regardless of whether egniteBIZ fails to collect the tax at the time the Services are provided.
10. Client Conduct. Client is solely responsible and liable for Services content. Client agrees to use the Services in compliance with all applicable laws, these Terms and the Agreement. This includes, without limitation, abiding by all copyright, trademarks, tort, obscenity, defamatory, spam, content and/or anti-terrorist laws or regulations. Services may be suspended or terminated for any violation of laws, regulations or Terms, as determined by egniteBIZ in egniteBIZ’s sole discretion. Client is solely responsible for any such violation by Client or anyone using Client’s Services, whether or not authorized by Client. In addition:
a. Client agrees that egniteBIZ may, in its reasonable commercial judgment consistent with industry standards, amend these Terms or any Agreement from time to time to further detail or describe reasonable restrictions and conditions on Client’s use of Services. Client agrees to cooperate with egniteBIZ’s reasonable investigation of any suspected violation of the Terms.
b. The purchase of any Services is an acknowledgment that Client has read and agrees to be bound by these Terms. Any prior inquiries regarding same should be directed to email@example.com.
c. Client warrants that it has the right to all information and content it uses or provides to egniteBIZ to be used as part of the Services. Client may not use the Services to publish, distribute, or otherwise copy any music, software, art or other work protected by copyright law unless Client has been expressly authorized by the owner of the copyright for the work to copy the work in that manner or Client is otherwise permitted by established United States copyright law to copy the work in that manner. Client may not use a domain name that violates any law/regulation NOR infringes on a third party’s trademark, service mark, or other proprietary right.
11. Prohibited Actions. egniteBIZ prohibits any disruptive or abusing activities, including, but not limited to:
a. Denial of Service attack activities;
b. Any activities that degrade or impair the operation of egniteBIZ;
c. Disseminating software, running software, or posting messages that consume excessive CPU, bandwidth, or disk space usage. egniteBIZ may suspend or terminate Client’s Services for violation of this provision in addition to requiring Client to pay Overage Fees;
d. Subverting or assisting others to subvert the security of any egniteBIZ systems;
e. Publishing directories, links or other information pointing to sites that contain content prohibited by the Terms;(Acceptable Use Policy – Linking);
f. Use of Services to engage in illegal, abusive, harmful or irresponsible behavior;
g. Use of Services to engage in hacking and/or unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures (including those belonging to egniteBIZ and its Clients) without express authorization of the owner of the system or network;
h. Use of Services to monitor data or traffic on any network or system without the authorization of the owner of the system or network;
i. Use of Services to interfere with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;
j. Use of an Internet account or computer without the owner’s authorization including, but not limited to Internet scanning (tricking other people into releasing their passwords), password robbery, security hole scanning, and port scanning;
k. Forging of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting;
l. Spoofing or any other activity to attempt to deceive or mislead other persons regarding the true identity of the user;
m. Distribution of virus, worms, Trojan Horses, or any computer code for malicious, disruptive or destructive purposes;
n. Any conduct that is likely to result in retaliation against egniteBIZ, including engaging in behavior that results in any server under Client’s control being the target of a denial of service (DoS) attack;
o. Any actions which directly or indirectly result in egniteBIZ’ IP space being listed in any of the various abuse databases may result in the immediate suspension or termination of Client’s Services; and
p. Any use of the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D:4 and D:3 of Supplement No. 1 to Part 740 of the United States Export Administration Regulations, and you may not provide access to the Services to any person (including any natural person, business entity or government entity) that is located in or is a national of any embargoed country which are Cuba, Iran, Libya, North Korea, Sudan or Syria as of September, 2005.
q. In addition, Client will not publish or transmit:
i. pornography of any type including, but not limited to content including obscenity and nudity of any form;
ii. any content that creates a risk to a person’s safety or health;
iii. pornography of any type including, but not limited to content including obscenity and nudity of any form;
iv. any unlawful, threatening, abusive, harmful, and/or unethical content including, but not limited to any content that violates the USA Patriot Act and/or U.S. export control laws, promotes illegal drugs, violates export control laws, relates to illegal gambling or illegal arms trafficking, or is otherwise illegal or solicits conduct that is illegal under state, federal and/or international laws; any content that is excessively violent or that incites or threatens violence or contains harassing content or hate speech;
v. any content that is unfair or deceptive such as chain letters and pyramid schemes; vi. any content that is libelous, defamatory or violates a person’s privacy including, but not limited to any content that exposes confidential or proprietary information of another person, is intended to assist others in defeating technical copyright protections, infringes on another person’s intellectual property and/or infringes on any copyright, trademark and/or trade secret;
vi. any content that is obscene, offensive, profane or contains otherwise objectionable information of any kind, including any information encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate state, federal and/or international laws; viii. any content that constitutes fraud pursuant to state, federal and/or international laws including, but not limited to the fraudulent charging of credit cards or disseminating credit card information of third parties without their knowledge; ix. any content that compromises national security and/or interferes with an investigation by law enforcement; x. any content that is malicious, fraudulent, or may result in retaliation against egniteBIZ by offended viewers.
12. Bulk or Commercial E-Mail. Client will obtain egniteBIZ’ advance approval in writing before sending any bulk or commercial e-mail, which will not be given unless Client is able to demonstrate, at a minimum, that (1) its intended recipients have given their consent to receive e-mail via some affirmative means, such as an opt-in procedure, (2) Client’s procedures for soliciting consent include reasonable means to ensure that the person giving consent is the owner of the e-mail address for which the consent is given, (3) Client retains evidence of the recipient’s consent in a form that may be promptly produced on request, and (4) Client honors egniteBIZ’ requests to produce consent evidence within 72 hours of receipt of the request. Client may not obscure the source of its e-mail in any manner. Client’s e-mail must include the recipient’s e-mail address in the body of the message or in the “TO” line of the e-mail. These policies apply to messages sent using the Services, or to messages sent from any network by Client or any person on Client’s behalf that directly or indirectly refers to the recipient to a site hosted via the Services. egniteBIZ may test and otherwise monitor Client’s compliance with its requirements, including requesting opt-in information from a random sample of Client’s list at any time.
13. Cooperation with Investigations and Legal Proceedings. egniteBIZ may, without notice to Client, report to the appropriate authorities any conduct by Client, Client’s customers, and Services users which egniteBIZ believes violates applicable law, and provide any information it has about Client in response to a formal or informal request from a law enforcement or regulatory agency, or in response to a formal request in a civil.
14. Intellectual Property Use and Ownership. Neither party will: (i) use the other party’s name, trademarks, trade names or logos in either its own legal name or in any fictitious or assumed name without the other party’s consent; (ii) knowingly remove or alter any logo, trademark, trade name, copyright, or other proprietary notice, legend, or symbol from any of the other party’s products or documentation; or (iii) take any action, or intentionally omit to take any action that would jeopardize, limit, or interfere in any manner with the ownership of the other party’s products, websites, documentation, or intellectual property. Title to and ownership of all copies of any products, Services, Client Site software, design files, source files, documentation developed by egniteBIZ or its suppliers and for Client, whether in machine-readable or printed form, and including without limitation any derivative works, compilations, or collective works thereof, and all related technical know-how, and all rights therein (including without limitation rights in patents, copyrights and trade secrets applicable thereto), are and will remain egniteBIZ’s exclusive property. Upon Client’s request at the completion of the Term, so long as Client has fully satisfied any and all amounts owed to egniteBIZ for the Services performed, egniteBIZ will transfer ownership rights of the Client’s end-product website to Client and provide a complete backup of the files needed in order to transfer the website to a server independent of egniteBIZ. Client will not take any action to jeopardize, limit, or interfere in any manner with the ownership and rights therein.
15. Money Back Guarantee, As a goodwill gesture egniteBIZ offers a money back guarantee for the egniteBIZ Advantage Package. The Money Back Guarantee Period will be valid for a period of 30 days upon commencement of services. If client decides within that Guarantee Period that it is unsatisfied with egniteBIZ services and would like a refund, Client must notify egniteBIZ of such in writing or other durable medium (including e-mail) prior to the expiry of the Guarantee Period. egniteBIZ will refund to Client the amount paid for the egniteBIZ Advantage Package in full by the means with which Client paid egniteBIZ for it, which will be paid as soon as possible and in any event within 30 days. egniteBIZ reserves the right to refuse to provide a refund if egniteBIZ reasonably believes that Client is acting in an unacceptable manner or attempting to abuse the Money Back Guarantee.
16. Confidential Information, Notice. Each party agrees not to disclose or use, and to assure that their employees and agents do not disclose or use any confidential information (“Confidential Information”) of the other party. egniteBIZ’s Confidential Information is egniteBIZ’s unpublished prices for the Services, audit and security reports, server configuration design/developments, software interfaces and other proprietary technology. Client will inform egniteBIZ in writing if any material or information, or portion thereof, provided by Client to egniteBIZ is Confidential Information. Confidential Information is also information of a party that is conspicuously marked as “confidential” or if disclosed in non-tangible form, is verbally designed/developed as “confidential” at the time of disclosure and is confirmed as confidential in a written notice given within (1) one day of disclosure.
17. Notices. Notices to egniteBIZ will be given by means of electronic mail to firstname.lastname@example.org. Notices to Client will be given via electronic mail to the individual designated as the Client contact on the Agreement or as otherwise provided to egniteBIZ. Notices are deemed received on the day transmitted, or if that day is not a business day (Monday – Friday), on the first business day following the day transmitted.
18. Copyright Infringement Notice (Digital Millennium Copyright Act). If Client believes any copyright or propietary right is being infringed by a person using egniteBIZ’s Services, please send written notice of the copyright infringement to:
RBP Interactive, LLC. d/b/a egniteBIZ
2637 E Atlantic Blvd., #20876 Pompano Beach, FL 33062
19. Client’s Information. Client represents and warrants to egniteBIZ that: (i) all information provided for purposes of establishing and maintaining the Services is accurate and (ii) if Client is an individual, Client is at least eighteen (18) years of age. Client agrees that egniteBIZ may, without notice and without liability to Client report to the appropriate governmental authorities any conduct by Client that egniteBIZ reasonably believes violates applicable law, and provide any information that egniteBIZ has about Client in response to a formal or informal request from a law enforcement or government agency or in response to a formal request in a civil action.
20. Identification of Developers. Client agrees that the egniteBIZ’s identification may be annotated and linked within the code as the authors on the product developed within the scope of this agreement. Client agrees to allow Developer to display any non-confidential work performed by egniteBIZ on egniteBIZ’s website and/or other sales materials.
21. Indemnification. Client agrees to indemnify, defend, and hold egniteBIZ harmless, as well as egniteBIZ’s affiliates, and each of the respective officers, directors, agents, partners, shareholders and employees (past and present) of egniteBIZ (“egniteBIZ et al”) from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements (“Claims”) of any kind and nature whatsoever (including attorneys’ fees and costs) brought by a third party under any theory of legal liability arising out of or related to the Services, including without limitation Claims arising from or related to Services content, Agreement or the Terms, including but not limited to any violation of copyright, trademark, service mark or content rights, any proprietary right of any person or entity, and any state, federal and/or international laws or regulations including, but not limited U.S. Export Regulations. Client specifically agrees to pay for egniteBIZ et al’s legal fees and costs for defense of claims. egniteBIZ et al has the right to select counsel and control litigation.
22. Disclaimer of Warranties. THIS SITE, AND ALL INFORMATION AND OTHER CONTENT AVAILABLE FROM OR THROUGH THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” egniteBIZ DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ENTIRELY ERROR-FREE OR VIRUS-FREE NOR DOES egniteBIZ MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OR PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE OR SERVICES. CLIENT EXPRESSLY ACKNOWLEDGE THAT THIS SITE AND THE SERVICES ARE COMPUTER NETWORK-BASED SERVICES, WHICH MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES.
23. Limitation of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE TERMS, THE MAXIMUM AGGREGATE LIABILITY OF egniteBIZ ET AL, UNDER ANY THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT OFALL FEES PAID ACTUALLY BY CLIENT UNDER THE AGREEMENT FOR THE THREE (3) MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO THE CLAIM.
24. Force Majeure. In the event there is a failure to perform on the part of egniteBIZ, egniteBIZ will not be in default under the Agreement or the Terms if the failure to perform is due to any event beyond egniteBIZ’ control, including, without limitation, failure of power, failure of the Internet, failure of network, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
25. Disclaimer. egniteBIZ is under no duty to monitor, supervise, or “police” Client’s activities and disclaims any responsibility for any misuse of the Services or egniteBIZ’s resources and network. egniteBIZ has no obligation to any person who has not entered into an agreement for any Services.
26. Governing Law. These Terms will be governed by the law of the State of Florida, exclusively, and no other laws. The United Nations Convention on the International Sale of Goods will have no application to the Terms or any agreement between Client and egniteBIZ.
27. Dispute Resolution. Any dispute between parties to this Agreement will be brought in the 15th Judicial Circuit in and for Palm Beach County (Palm Beach Court) only, and nowhere else, and Palm Beach Court is the sole and exclusive venue and jurisdiction for disputes between us. Parties to this Agreement agree to waive their respective rights to a jury trial and that any suit between us will be a non-jury trial.
28. Attorney Fees and Costs. In the event there is a dispute of any kind between egniteBIZ et al and the Client resulting in litigation, the prevailing party is entitled to have its attorney’s fees and costs expended in such litigation paid by the non-prevailing party.
29. Miscellaneous. Client and egniteBIZ intend for their relationship to be that of independent contractors and not a partnership, joint venture or employer/employee relationship. Neither party will represent itself to be an agent of the other. Neither party has the power or authority to bind the other in any agreement and will not represent to any person that it has such power or authority. A party’s failure or delay in enforcing any provision of the Terms or Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision. A party’s waiver of any of its rights under the Terms is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether or not similar in nature. Captions in the Agreement or the Terms are for the convenience of the parties and are not intended for interpretation.These Terms survive the expiration or termination of the Agreement. There are no third party beneficiaries to the Agreement or these Terms. The Terms and Agreement: (i) constitute a legal and binding agreement between Client and egniteBIZ; (ii) are the complete and exclusive agreement between the parties regarding the subject matter; (iii) supersede and replace any written, electronic, or oral communication Client may have had with egniteBIZ or nay agent or representative thereof.; and (iv) do not benefit any other person or entity. If any provision of the Terms is determined to be invalid or unenforceable, all other provisions will remain in effect and said provision will be reformed only to the extent necessary to make it enforceable