Terms of Service

1. Acceptance of These Terms

These Terms of Service (these “Terms”) are a binding agreement between Partfiniti, Inc. (“Partfiniti,” “we,” “us,” or “our”), and the business or organization that registers for or uses the Services (“Customer,” “you,” or “your”). By executing an Order Form that references these Terms, clicking to accept, or accessing or otherwise using the Services, you agree to these Terms. The individual accepting these Terms represents and warrants that they have authority to bind the Customer.

If the Customer has entered into a separate written agreement with Partfiniti, Inc. covering the Services, that agreement controls in place of these Terms.

2. General Definitions

“AI Features” means those features, functions, tools and operations of the Services that use, in whole or in part, artificial intelligence, machine learning, large language models, or other generative or predictive technologies, whether provided by Partfiniti directly or through a third-party AI processing provider.

“Customer Usage Data” means data created or collected by Partfiniti from or about Customer or its End Users as a function of, and specifically relating to, their use of the Services including, but not limited to, End User profile information (e.g., name, contact information, title, employer), visit, session, impression, click through, or click stream-data, , access credentials, access logs, device information (e.g., IP address, MAC address, device type, browser type, operating system), error reports, feedback, and any statistical or other analysis, information, or data based on or derived from any of the foregoing.

“End User” means an individual who submits information through the Services, including without limitation Customer’s employees, contractors, authorized users, prospective, actual, and former clients, vendors, and their representatives.

“Intellectual Property” means (i) inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures; (ii) trademarks, service marks, trade dress, logos, trade names and corporate names; (iii) copyrights, copyright registrations and applications for copyright registration, copyrightable works, moral rights, and rights of publicity and privacy; (iv) mask works; (v) trade secrets, know-how and confidential business information; (vi) domain name registrations; (vii) social media identifications and tags; and (viii) other proprietary information and licenses from third parties granting the right to use any of the foregoing.

“Order Form” means an ordering document or online sign-up flow specifying the Services to which Customer enrolls.

“Services” means Partfiniti’s software-as-a-service platform for part numbering, bill of materials, configuration, cost calculation, and quotation for Customer’s products and for third parties’ products (the “Partfiniti Platform”) together with any related websites, applications, tools, and support as well as Partfiniti’s general purpose website.

“Software” means the software provided or made available by Partfiniti in connection with the Services.

Please note that additional definitions may be found throughout these Terms.

3. The Services; License

Subject to these Terms, payment of applicable fees, and restrictions or limitations identified in the relevant Order Form, Partfiniti grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Customer’s internal business purposes.

4. Accounts and End Users

Customer is responsible for its account, for maintaining the confidentiality of credentials, and for all activity occurring under its account regardless of whether such activity is or is not authorized by Customer. Customer will ensure that its employees, contractors, and other End Users comply with these Terms, and Customer is responsible for their acts and omissions. Customer will promptly notify Partfiniti of any suspected unauthorized access or use or if Customer suspects its access credentials have become compromised.

5. Customer Data and Marks

License. Customer agrees to provide to Partfiniti manufacturer names, product families, part numbers, and as available, data sheets for the products (collectively, "Part Data") to be included in the Partfiniti database accessible through the Services. Customer hereby grants to Partfiniti a non-exclusive, worldwide, royalty free, perpetual, irrevocable, assignable, sublicensable, and transferable license to copy, make derivative works of, host, distribute and display such Part Data on the Partfiniti Platform for the purpose of providing the Services to Customer and to other Partfiniti customers and users, both during and after the term of these Terms and to improve Partfiniti’s products and services. Partfiniti represents that the foregoing license is required for Partfiniti to utilize the "network effect" in providing the Partfiniti Platform and other services to all of its customers and users. Prior to providing any Part Data to Partfiniti, Customer will obtain all licenses and permissions required for the use of the Part Data by Partfiniti as permitted in these Terms. Customer understands and agrees that the Partfiniti database and index ("Database and Index"), including without limitation the copyright in the compilation of the Part Data and all copyright in the compilation of information contained therein, are owned by Partfiniti. Notwithstanding the foregoing, the data and information that is provided to Partfiniti by Customer that constitute: (i) the pricing for parts offered to the customers of Customer, (ii) the pricing for parts charged by the vendors of Customer, (iii) the names of the customers of Customer, (iv) the contact information for the customers of Customer, (v) the current quantities of in-stock inventory corresponding to such parts, including Inventory Data, (vi) and the pricing, cost, margin, and product configuration rules contained in Customer’s Confidential Information provided to Partfiniti ("Customer Pricing Logic") (collectively, "Customer Data"), will remain the proprietary information of Customer. Customer hereby grants to Partfiniti a non-exclusive, worldwide, limited, royalty free, transferable assignable, sublicensable license to copy, host, distribute, and display such Customer Data solely in the performance of Services hereunder for or on behalf of Customer. Notwithstanding the foregoing, Partfiniti may disclose Customer Data and Customer Input (defined below) to third-party AI processing providers to the extent necessary to perform and provide the AI Features as part of the Services to Customer, provided that each such provider is bound by reasonable confidentiality and use restrictions, which may be the provider’s standard commercial or enterprise terms, that prohibit the provider from using Customer Data to train its generally available models. Customer Data may be retained and deleted in accordance with each AI providers’ applicable standard retention and deletion terms, which Partfiniti will use commercially reasonable efforts to enforce. Partfiniti may use Customer Input and Customer Output in de-identified form that does not identify Customer, or Customer’s customers, to develop, test, tune and improve the AI Features and the Services. “Customer Input" means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or its End Users through the Partfiniti Platform. “Customer Output” means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Partfiniti Platform in response to Customer Input, in whole or in part by the AI Features, including quotes, configurations, recommendations and summaries. This provision will not be construed as preventing Partfiniti from using the data generated by the Services, in de-identified and aggregated form that does not identify Customer, its customers, or its pricing, to analyze trends, to develop, train, test, and improve the Partfiniti Platform and Services (including machine learning and artificial intelligence features), and to provide such analyses to third parties, as long as such data are provided in aggregate and anonymized form and do not include Customer Data or Customer’s Confidential Information. During the term of these Terms, Partfiniti grants Customer a non-exclusive, non-transferable, non-sublicensable license to use Customer Output in Customer’s internal business operations and in quotations and communications with Customer’s own customers, at Customer’s sole risk. Notwithstanding the foregoing, all models, prompts, algorithms, and derived learnings remain Partfiniti Intellectual Property.

Responsibility. Customer is responsible for the accuracy and lawfulness of Customer Data and for having all rights, consents, and notices necessary for Partfiniti to process Customer Data as described in these Terms, including any consents required from End Users.

Aggregated Data. Partfiniti may generate and use de-identified, aggregated data derived from Customer Data to operate, analyze, and improve the Services without restriction, provided such data does not identify Customer or any End User, or contain Customer Confidential Information.

Privacy Compliance. Each Party will be responsible for compliance with all applicable laws and regulations concerning data privacy or data security with respect to “Personal Information”, which will have the meaning of such term or like terms set forth in the applicable privacy and data security laws, collected by such Party in connection with the Services, including, without limitation, providing any notice required by applicable laws and regulations. Customer represents and warrants that it has reviewed and understands Partfiniti’s Privacy Policy and agrees to continue to regularly review it so long as Customer has a relationship with Partfiniti.

Marks. During the term of these Terms, Customer grants to Partfiniti a non-exclusive, worldwide, limited, revocable, royalty free, non-transferable, non-assignable, non-sublicensable license to display the Customer trademarks, service marks and logos ("Marks") provided by Customer to Partfiniti in connection with the Services, including on any Customer-branded webpage hosted by Partfiniti, and to identify Customer by name and logo as a user of the Services on www.partfiniti.com and in Partfiniti’s marketing materials. Partfiniti may display on Customer-branded webpages a marketing reference (e.g., "Powered by Partfiniti"), logo, and/or hyperlink to www.partfiniti.com. Partfiniti may prepare and publish one case study or customer testimonial describing Customer’s use of the Services, subject to Customer’s prior written approval of the text, which approval will not be unreasonably withheld or delayed. Upon termination of these Terms, Partfiniti will, within thirty (30) days of being instructed to by Customer, remove Customer’s Marks from Partfiniti’s website and web pages, but Partfiniti may continue to use Customer’s name to identify it as a manufacturer of parts in the Partfiniti Database and Index.

Recording Consent. In the course of performing the Services, Partfiniti may record and/or transcribe conversations, videoconferences, telephone calls, text messages, and other interactions with Customer’s employees, contractors, owners, representatives, and agents including, without limitation, through the use of AI-enabled third-party services. Customer will obtain, and upon request provide proof to Partfiniti of, all consents necessary for Partfiniti to engage in the foregoing recording/transcribing without need for Partfiniti to provide notice to or obtain consent from such individuals.

6. Confidentiality

Each party may receive non-public information of the other party that is marked as confidential or would reasonably be understood due to the type of information and the context of its disclosure that it is confidential and proprietary to the disclosing party (“Confidential Information”). The receiving party will use Confidential Information only to perform its obligations under or as otherwise permitted by these Terms, protect it with at least reasonable care, and not disclose it to third parties except to employees, contractors, and advisors bound by confidentiality obligations at least as protective as those in this Agreement or as otherwise permitted by this Agreement or required by applicable law. The term "Confidential Information" does not include information that: (i) is now or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public; (ii) is in the possession of the receiving party before receiving such information from the disclosing party and is without restriction as to use and disclosure; (iii) is obtained by the receiving party from a third party without restriction as to use and disclosure; or (iv) the receiving party can document was independently developed by it without use of or reference to the disclosing party’s Confidential Information. Nothing in these Terms will prohibit receiving party from disclosing Confidential Information of the disclosing party if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that receiving party will: (a) where permitted, give disclosing party reasonable notice of such Required Disclosure prior to disclosure; (b) reasonably cooperate with disclosing party (at the disclosing party’s cost) in the event that it elects to contest such disclosure or seek a protective order with respect thereto; and (c) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

7. Security and Privacy

Partfiniti will maintain a written information security program with administrative, technical, and physical safeguards reasonably designed to protect Customer Data against unauthorized access, use, or disclosure, appropriate to the nature of the Customer Data and the types of processing performed by Partfiniti. In the event Partfiniti becomes aware of a confirmed breach of security leading to unauthorized access, use, or disclosure of unencrypted Customer Data, Partfiniti will notify Customer without undue delay and provide information reasonably requested to support Customer’s own notification obligations.

8. Text Message Communications

We may give you the opportunity to choose to receive text messages from us. By providing consent to receive text messages from us, you agree to participate in our text message program (“Text Program”). As part of the Text Programs, you give consent for us to send you account-related, informational, and marketing text communications, as disclosed to you at point of consent, at any telephone number you provide to us. You also represent that you are the subscriber for the telephone number you provide to use and that you are a United States resident 18 years of age or older. If your phone number changes, you must notify us immediately using the methods provided in the “Contact” section below. You agree to indemnify us for all claims, expenses, and damages related to or caused in whole or in part by your failure to notify us immediately of a change in your telephone number.

Although we do not charge any fee to participate in the Text Program, message and data rates may apply as provided in your mobile phone service plan (please contact your mobile carrier for details). We estimate a typical Text Program participant will receive approximately three messages per month; however, the number of messages you receive may vary.

Supported carriers include AT&T, Verizon, T-Mobile, and other major national and regional carriers in the United States. Supported carriers are not responsible for the Text Programs and may not be held liable for any problem or claim arising in connection with it such as delayed or undelivered messages.

You may opt out of the Text Programs by replying STOP to a Text Program message you received. You may then receive one message confirming your opt-out.

You may obtain assistance with the Text Programs by replying HELP to a Text Program message you received or by reaching out to us using the methods provided in the “Contact” section below. Our Privacy Policy applies to the Text Programs.

9. Artificial Intelligence Disclaimer

The Services utilize AI Features to perform a variety of functions. AI Features are capable of misinterpreting inputs, creating nonsensical outputs, hallucinations, and other errors. Customer uses AI Features at its own risk and Partfiniti, to the fullest extent permitted by law, disclaims all responsibility and liability for damages that Customer may suffer arising from or connected to Customer’s use of AI Features. Customer will not use AI Features to make, or as a significant factor in making, decisions regarding the provision, denial, pricing, or terms of legal services.

10. Acceptable Use

Neither Customer, nor any of its End Users will: (i) except as expressly authorized in these Terms, copy, in whole or in part, any Software, the Database and Index, or the Partfiniti Platform; (ii) publish or provide to third parties, any performance or comparison tests of the Services or Partfiniti Platform; (iii) license, sublicense, sell, rent, lease, or otherwise commercially exploit the Services or Partfiniti Platform to any third parties; (iv) knowingly upload or store within the Services or Partfiniti Platform any viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files scripts, agents or programs; (v) intentionally interfere with or disrupt the integrity or performance of the Services or Partfiniti Platform; (vi) attempt to gain unauthorized access to the Services, Partfiniti Platform, or its related systems or networks, including without limitation, accessing content or materials not intended for Customer (or its End Users), logging on to an account that Customer (or its End Users) is not authorized to access, attempting to probe, scan, or test the vulnerability of the Services or the Partfiniti Platform, or accessing or attempting to access the Services or Partfiniti Platform by any means (automated or otherwise), other than through the currently-available, published, and enabled interfaces provided by Partfiniti; (vii) use the AI Features or any Customer Output to develop, train or improve any artificial intelligence or machine-learning model, or any product or service that competes with the Services; (viii) use prompt injection, jailbreaking, or other techniques to circumvent the safeguards, per-job limits, usage limits, or cost controls of the AI Features; (ix) input into the AI Features any Personal Information, export-controlled data, or confidential information of a third party; (x) use any Customer Output as the basis for any engineering, specification, safety-critical, or regulatory determination without independent technical verification by qualified personnel; or (xi) use the AI Features in violation of the acceptable use policies or usage terms of the applicable third-party AI processing providers (available upon request from Partfiniti), with which Customer will comply. Customer will always use the Services in compliance with laws and regulations applicable to Customer and the conduct of its business.

11. Term; Termination

Term. These Terms begin on the earlier of the Order Form effective date or Customer’s first use of the Services and continue through the subscription term stated in the Order Form, if any, or until otherwise terminated in accordance with these Terms, whichever is earlier.

Termination for Cause. Either party may terminate these Terms and the Services upon written notice if the other party materially breaches these Terms and either (i) the breach is incapable of cure or (ii) the breach is capable of cure and the breaching party fails to cure within thirty (30) days of written notice from the non-breaching party specifying the breach. Additionally, a party may terminate these Terms and the Services upon written notice in the event of the other party’s insolvency, bankruptcy, assignment for the benefit of creditors, or other similar event.

Termination for Convenience. Partfiniti may terminate these Terms and the Services, for any reason or no reason, upon notice to Customer (email acceptable). Customer may terminate these Terms and the Services, for any reason or no reason, upon written notice to Partfiniti.

Effect of Termination. Upon termination, Customer’s access to the Services ends and all licenses granted by Partfiniti in these Terms are automatically revoked. Sections of these Terms that by their nature should survive (including without limitation confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and governing law) will survive termination.

Suspension. Notwithstanding any provision of these Terms or an Order Form to the contrary, Partfiniti reserves the right, without liability to Customer, to suspend or restrict Customer’s access and use of the Services at any time, for any reason or no reason, and without notice to Customer.

12. Partfiniti Intellectual Property

Subject to the explicit licenses in these Terms, Partfiniti and its licensors own all right, title, and interest in and to the Services, including all software, technology, documentation, templates, and improvements, and all Intellectual Property rights therein. No rights are granted except as expressly set forth in these Terms. If Customer provides feedback or suggestions, Customer expressly assigns all right, title, and interest in and to such feedback or suggestions to Partfiniti without restriction, obligation, or compensation.

13. Third-Party Services

The Services may interoperate with third-party products or services that Customer elects to use. Partfiniti does not control and is not responsible for third-party products or services, does not endorse or warrant such third-party products or services, and Customer’s use of them is governed by the applicable third party’s terms.

14. Warranties; Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND PARTFINITI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. PARTFINITI DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY CUSTOMER OUTPUT.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED ONE THOUSAND DOLLARS ($1,000). THE FOREGOING LIMITATIONS DO NOT APPLY TO CUSTOMER’S OR ITS END USERS’ BREACH OF SECTION 6 (CONFIDENTIALITY), BREACH OF SECTION 10 (ACCEPTABLE USE), OR THEIR OBLIGATIONS UNDER SECTION 16 (INDEMNIFICATION). The parties acknowledge that the foregoing limitations of liability are an intentional allocation of risk between the parties and that Partfiniti would not be willing to provide the Services to Customer absent them.

16. Indemnification

By Partfiniti. Partfiniti will indemnify, defend, and hold harmless Customer and its affiliates, subsidiaries, successors, assignees, owners, directors, officers, employees, contractors, representatives, and agents from and against third-party claims alleging that the Services, as provided by Partfiniti and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark (an “IP Claim”). Notwithstanding the foregoing, Partfiniti will not be liable under this section if the infringement arises out of (i) Customer’s use of the Services in conjunction with equipment or software provided by Customer or a third party; (ii) Customer’s use of the Services in violation of the Services’ technical manuals and other similar documentation provided in writing to Customer from time to time; or (iii) Customer’s activities after Partfiniti has notified Customer that Partfiniti believes the Customer’s activities will result in infringement or potential infringement. Without limiting Partfiniti’s rights, in the event of an IP Claim, Partfiniti may, in its sole discretion and at no cost to Customer, (i) modify the Services so that they are no longer infringing; (ii) obtain a license for the Customer’s continued use of the Services in accordance with these Terms; or (iii) terminate these Terms with Customer and refund Customer a pro-rated portion of any prepaid but unused fees for the Services. The foregoing states the entire liability of Partfiniti under these Terms with respect to infringement of Intellectual Property rights.

By Customer. Customer will indemnify, defend, and hold harmless Partfiniti and its affiliates, subsidiaries, successors, assignees, owners, directors, officers, employees, contractors, representatives, and agents from and against any and all third-party claims, investigations, demands, actions, and proceedings, real or threatened, and all related losses, judgments, awards, settlements, damages, fines, injuries, penalties, and costs (including, without limitation, reasonable attorneys’ fees and expenses) arising from or related to (a) Customer’s use of the Services in violation of these Terms or applicable law; (b) Customer’s relationship (or absence of a relationship) with any End User; or (d) Customer’s gross negligence or willful misconduct.

Procedure. The party seeking indemnification (the “Indemnified Party”) will give prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”) of any claim for which indemnification is sought under this Agreement. Failure to give such notice will not relieve the Indemnifying Party of its obligation to provide indemnification except to the extent that such failure materially adversely affects the ability of the Indemnifying Party to defend the applicable claim. The Indemnifying Party may elect to assume the defense and control of any such claim at its own cost and expense and the Indemnified Party will have the right to be represented by its own counsel at its own cost in such matters. The Indemnifying Party will use counsel reasonably acceptable to the Indemnified Party. The Indemnified Party will reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s reasonable expense, in the course of defense of any claim. Neither the Indemnifying Party, nor the Indemnified Party, will settle or dispose of any such matter in any manner that would adversely affect the rights or interests of the other party, including the payment of money, without the prior written consent of the other party, which will not be unreasonably withheld, conditioned, or delayed.

Waiver of Common Law Indemnity. The parties agree that the foregoing indemnification obligations represent the sole indemnification obligations of the parties with regard to these Terms and, to the greatest extent permitted by applicable law, no theory of equitable, implied, or common law indemnification will apply to the relationship between the parties subject to these Terms.

17. Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflicts of law principles. Subject to the Dispute Resolution section below, all disputes will be resolved exclusively in the state or federal courts located in New Castle County, Delaware, and each party consents to the personal jurisdiction and venue of those courts. If a party seeks equitable relief against the other party, such party may seek such relief without the necessity of posting a bond.

18. Dispute Resolution

Prior to initiating an action in a court of law or equity (other than for injunctive or equitable relief to enforce provisions of these Terms related to the protection of Confidential Information or a party’s Intellectual Property), the aggrieved party will send written notice of the dispute to the non-aggrieved party. The foregoing notice will contain a detailed explanation of the dispute and provide the name and contact information of senior executive of the aggrieved party who is authorized to negotiation resolution of the dispute. Within ten (10) business days of the non-aggrieved party’s receipt of the foregoing notice, the non-aggrieved party will appoint a senior executive to negotiate resolution of the dispute and inform the aggrieved party of the senior executive’s identity and contact information in writing. The senior executives of the parties will negotiate, in good faith, to attempt to reach resolution of the dispute. If the dispute is not resolved after within (30) business days of the non-aggrieved party’s original receipt of the dispute notice, the aggrieved party may proceed with initiating legal action.

19. General

Export. The Services may be subject to the U.S. export laws and the export or import laws of other countries. Customer will strictly comply with all such laws and will: (i) obtain any export, reexport, or import authorizations required by U.S. or Customer’s local laws; and (ii) not provide Services, content, or products derived or obtained from the Services to prohibited countries and entities identified in the U.S. export regulations.

Modifications. Partfiniti may update these Terms by posting a revised version at https://www.partfiniti.com/terms/ and providing notice via email, a post on Partfiniti’s website, or an announcement in the Services. Changes to these Terms will take effect upon Customer’s first use of the Services following Partfiniti’s posting of the revised version online.

Assignment. Neither party may assign these Terms without the other’s written consent, except that Partfiniti may assign them, in whole or in part, to a successor or purchaser in connection with a merger, acquisition, sale of all or substantially all of Partfiniti’s assets, or corporate reorganization.

Notices. Legal notices to Partfiniti must be in writing and sent to the address listed in the “Contact” section below with a copy by email to legal@partfiniti.com. Notices to Partfiniti and are deemed effective upon actual receipt. Legal notices to Customer may be provided in writing or electronically to any address or email address Partfiniti maintains on file for Customer and, for notices by mail, courier, or personal delivery, are deemed effective upon delivery or refusal of delivery, and, for notices by email, are deemed effective upon transmission by Partfiniti unless Partfiniti receives an automated reply from indicating the message failed to send or was rejected by the receiving server. Customer will always maintain accurate contact information on file with Partfiniti.

Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control such as acts of God, war, civil disturbance, terrorism, pandemic, epidemic, government orders or sanctions, embargo, fire, flood, earthquake, power or telecommunications failure, internet or third-party cloud infrastructure outages, cyberattacks, or labor disputes.

Waiver. No delay or failure to exercise any right, power or privilege afforded under these Terms will be construed to be a waiver thereof unless given in writing and duly signed by the waiving party.

Severability. In case any provision of these Terms is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not in any way be affected thereby. Upon determination that any such term is invalid, illegal or unenforceable, these Terms will be reformed in order to give effect to the original intent of the parties to the greatest extent possible.

Entire Agreement, Authorship, Contractor Relationship. These Terms, together with the Order Form, if any, constitutes the entire agreement regarding the Services and supersede prior agreements on that subject. If any ambiguity or question of intent or interpretation arises, these Terms will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of these Terms. The parties are independent contractors.

20. Contact

Questions about these Terms may be directed to Partfiniti at: