Accessing and using the Website requires use of equipment and services not provided by Us that enable You to transmit and receive data over the Internet. Your access to and use of such equipment and services is solely your responsibility and involves instrumentalities beyond Our control that may expose the computer or network used for such access to viruses, worms, Trojan Horses or other malware. We are not responsible and assume no liability for (i) any failures, delays, or interruptions in service with respect to the Website, Content, Resources or Features; (ii) any damage, corruption or loss of data by You or any third party; or (iii) any other adverse effects of viruses, worms, Trojan Horses or other malware You may experience in connection with Your use of the Website, Content, Resources or Features.

CERTAIN FEATURES, FUNCTIONALITY, AND/OR CONTENT OFFERED ON OR THROUGH THE SERVICE MAY BE HOSTED, ADMINISTERED, RUN OR OTHERWISE PARTICIPATED IN BY THIRD PARTIES, SUCH AS OUR SERVICE PROVIDERS THAT PROVIDE SOCIAL, COMMUNITY AND PUBLIC DISCUSSION AREAS, PHOTO AND VIDEO GALLERIES, BULLETIN BOARDS, FORUMS, CHATS, BLOGS, AUCTIONS, SHOPPING, AND PERSONAL/JOB SEARCH AND OTHER CLASSIFIED ADS. THESE SERVICE PROVIDERS MAY REQUIRE THAT YOU AGREE TO THEIR ADDITIONAL TERMS, CONDITIONS, CONTRACTS, AGREEMENTS AND/OR RULES. YOUR COMPLIANCE WITH ANY SUCH ADDITIONAL TERMS, CONDITIONS, CONTRACTS, AGREEMENTS AND/OR RULES IS SOLELY YOUR RESPONSIBILITY AND WILL HAVE NO EFFECT ON YOUR CONTINUING OBLIGATION TO COMPLY WITH THE AGREEMENT WHEN USING THE SERVICE. WE AND OUR INDEMNITEES SPECIFICALLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE ACTS OR OMISSIONS OF SUCH THIRD PARTIES.

YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICE AT YOUR OWN RISK. THE SERVICE IS PROVIDED "AS IS", "WITH ALL FAULTS" AND ON AN "AS AVAILABLE" BASIS, AND WE AND OUR INDEMNITEES HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY CONTENT CONTAINED THEREIN OR PROVIDED BY US OR THE SERVICE. WE AND OUR INDEMNITEES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT ACCESS TO THE SERVICE AND/OR COMMUNICATIONS OR MESSAGING FROM OR TO US OR YOU WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE, OR THAT THERE WILL BE NO FAILURES, DELAYS, INACCURACIES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED CONTENT, OR THAT NO SOFTWARE DISABLING DEVICES, TIME BOMBS, VIRUSES, WORMS, BUGS, OR DEVICES OR DEFECTS OF SIMILAR NATURE WILL BE TRANSMITTED ON OR THROUGH THE SERVICE, AND WE AND OUR INDEMNITEES WILL NOT BE LIABLE IN THE EVENT OF ANY SUCH OCCURRENCE.

WE AND OUR INDEMNITEES ARE NOT RESPONSIBLE FOR INCOMPLETE, INCORRECT, LOST, DELAYED, LATE, MISDIRECTED, GARBLED, DAMAGED, ILLEGIBLE, UNDELIVERABLE, OR INCOMPLETELY RECEIVED COMMUNICATIONS OR MESSAGING FROM OR TO US OR YOU FOR ANY REASON, INCLUDING BY REASON OF HARDWARE, SOFTWARE, BROWSER, NETWORK, COMMUNICATIONS SYSTEM FAILURE, MALFUNCTION, DELAY, OR CONGESTION, OR ANY INCOMPATIBILITY AT OUR SERVERS OR ELSEWHERE, OR FOR ANY OTHER TECHNICAL PROBLEMS, ANY FORM OF ACTIVE OR PASSIVE FILTERING BY A USER'S COMPUTER, MOBILE OR OTHER DEVICE OR ACCESS PROVIDER, INSUFFICIENT SPACE ON USER'S COMPUTER, MOBILE OR OTHER DEVICE OR ACCOUNT/PROFILE, OR ANY OTHER CAUSE OR COMBINATION THEREOF.

WE AND OUR INDEMNITEES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ALLEGEDLY SUSTAINED ARISING OUT OF THE AGREEMENT, THE SERVICE, THE SALE, PURCHASE, RECEIPT, USE OR MISUSE OF ANY MERCHANDISE, PRODUCTS AND/OR SERVICES, INCLUDING WITHOUT LIMITATION CONTENT, YOUR ABILITY OR INABILITY TO ACCESS, VISIT AND/OR USE THE SERVICE, INCLUDING DAMAGE TO YOUR COMPUTER, MOBILE OR OTHER DEVICE, OR FOR SOFTWARE DISABLING DEVICES, TIME BOMBS, VIRUSES, WORMS, BUGS, OR DEVICES OR DEFECTS OF SIMILAR NATURE ALLEGED TO HAVE BEEN OBTAINED FROM THE SERVICE, YOUR ACCESS, VISITATION, AND/OR USE OF, OR RELIANCE ON, THE SERVICE OR ANY OF THE MERCHANDISE, PRODUCTS, SERVICES AND/OR CONTENT AVAILABLE ON OR THROUGH THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR LIABILITY TO YOU EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU DURING THE ONE MONTH PERIOD IN WHICH THE CLAIM AROSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE AGREEMENT IS NOT SUBJECT TO THE LAWS OF SUCH STATES, BUT TO THE EXTENT A CLAIM IS BROUGHT THEREIN, OUR LIABILITY AND WARRANTIES ARE LIMITED TO THE EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR".

Ownership of Features, Resources and Content

All copyrights and other proprietary rights in the Features, Resources and Content are owned by Us or Our licensors and We (or they, as applicable) reserve all rights in the Features, Resources and Content except as otherwise expressly provided in these Terms of Use. You may view and use the Features, Resources and Content solely for Your own purposes. You may not copy, reproduce or distribute any of the Features, Resources or Content without Our express written prior consent. Use of any of the Features, Resources or Content in connection with the promotion, marketing or sale of any product or service without Our consent is strictly prohibited. All trademarks appearing on the Website are the property of the owners thereof and the Website does not confer upon You any rights or interests therein.

Protection of Children

The Website is intended for use by adults and is not intended or designed to attract children under the age of 13. We do not collect personally identifiable information from anyone actually known to Us to be under the age of 13.

Limitation of Liability and Remedies

In no event shall We, Our licensors, suppliers, affiliates or other third parties referred to on the Website, nor any shareholder, director, officer, employee or agent of any of the foregoing (collectively the “Provider Parties”), be liable for damages of any kind (including, without limitation, actual, incidental, consequential or punitive damages), in excess of $500.00 any reason (including without limitation personal injury, wrongful death, lost profits, lost data or business interruption) resulting from or related to the use of or inability to use the Website or the Features, Resources or Content, whether the claim is based on warranty, contract, tort, or any other legal theory, and whether or not the Provider Parties were advised of the possibility of such damages. We, Our licensors, suppliers, affiliates or other third parties referred to on the Website are not liable for any personal injury, including death, caused by Your use or misuse of the Website, Content, Resources, Features or Public Venues (as defined below). Any claims arising in connection with Your use of the Website, any of the Content, Resources, Features or Public Venues must be brought within one (1) year of the date of the event giving rise to such action occurred (time being of the essence with respect to such deadline). Remedies provided for in these Terms of Use are exclusive of any and all other remedies otherwise available at law or in equity.

User Submitted Material

The Website may include (or link to) blogs, message boards, social media Websites and other means affording users opportunities to post and/or upload questions, opinions, comments, messages, information and other material viewable by Us and in some cases the public (“Public Venues”). You warrant and agree that any material of any type You post or upload to a Public Venue is non-confidential, does not include personally identifiable information, and does not infringe or violate any right of any other person or entity. By making a post or upload of material to the Website or otherwise communicating with Us You grant to Us a royalty free, perpetual, irrevocable, and assignable worldwide license to copy, reproduce, translate, edit, modify, publish, perform, distribute, make derivative works from and use in any way for any purpose such post, upload or communication. Posting or uploading to the Website material of any kind that is illegal or contains hateful, abusive, defamatory, threatening, harassing, offensive, obscene, pornographic, sexually explicit or other illegal or inappropriate material is strictly prohibited. You agree never to post to or use the Website or any Public Venue for any purpose that is illegal, fraudulent, infringes the rights of others, or includes advertising, promotional material, solicitation of business, chain letters, pyramid schemes, solicitation of wagering or gambling, spamming, or that is otherwise illegal or inappropriate. We reserve the right (but assume no obligation) to remove from the Website any user supplied material We deem inappropriate for any reason in Our sole discretion. You understand and acknowledge that (i) some user supplied material you encounter in a Public Venue may be offensive, inaccurate, incomplete, outdated, false, misleading or otherwise flawed, (ii) We have no obligation whatsoever to monitor or police any user supplied material, (iii) We make no representation or warranty whatsoever with respect to or in connection with any user supplied material, and (iv) You are solely responsible for and assume all risks in connection with Your use of or reliance upon any user supplied material.

Prohibited Uses

You agree not to use (or permit any other person to use) the Website or any Content, Resource or Feature for any criminal or illegal purpose of any nature or description, including without limitation fraud, identify theft, dissemination of viruses or other malware, misappropriation of passwords or other confidential information of others, conspiracy to commit an illegal act, impersonating others, harassment, invading anyone’s privacy, or harvesting, scraping or otherwise collecting information about others. You agree not to interfere with or disrupt the operation of the Website in any manner, including without limitation denial of service or similar attacks. You agree not to access or attempt to access sites or servers related to the Website or business without proper authorization. You agree not to use the Website in any way that interferes with the use or enjoyment of the Website by others.

All requests for work and manpower and for services rendered or offered on this Website must be handled through this Website. A Company may not find a Supplier’s profile in the Website and contact them to provide the services described hereunder outside of the Website. Companies and Suppliers are prohibited from hiring or contracting with one another outside of the arrangements and opportunities set forth in this Website. Suppliers and Companies using or registered on AutomateAmerica.com must not contact each other outside of the Website until the engagement has been fully initialized and confirmed by Automate America Inc. Company and Supplier may enter into direct hire or contracting arrangements outside of Automate America after the initial transaction involving Company and Supplier through this Website only after paying a fee or getting written permission from Divers Automation.

Online Payments

In connection with goods or services available through the Website We may, in our sole discretion from time to time, offer the option of making payments (including deposits) to Us via third party payment processing providers linked on the Website. We are not responsible for such third party Websites or their handling of your financial or other personal information they may collect. We do not collect or store your credit card or other payment information and disclaim all responsibility related to the collection or handling of such information. Please contact the appropriate third party payment processing provider directly if you have questions about their collection or handling of your financial or other personal information. Payments to Us made by credit card will reference Us on your statement as “Automate America”.

Security

The Website (either directly or through one or more third party providers) allows You to record and store information. You are responsible for taking all reasonable steps to ensure that no unauthorized person gains access to Your passwords or accounts related to the Website. It is Your sole responsibility to (1) control the dissemination and use of Your sign-in name, screen name and passwords; (2) monitor and control access to and use of Your passwords and accounts related to the Website; (3) promptly inform Us if You believe any of Your passwords or accounts has been compromised or if there is any other reason You need to deactivate a password or account. To send Us an email, use the "Contact Us" links located at the bottom of every page of Our site. You grant Us and all other persons or entities involved in the operation of the Website the right to transmit, monitor, retrieve, store, and use Your information in connection with the operation of the Website. We do not have or assume any responsibility or liability for any information You post, submit, store, transmit or process on the Website or using any resource available on the Website or for any use or misuse of such information.

Relationship Created

Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between Automate America, Inc. and any User and no User shall have the authority to bind or contract for Automate America, Inc. in any manner whatsoever. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

All Suppliers here to are independent contractors and are not Automate America’s direct employee for any reason or for any purpose unless documented outside of the agreement. Supplier’s employees or contract personnel are not Automate America’s employees. All Users, Suppliers, and Companies agree to the following rights and consistent with an independent contractor relationship:

• Supplier has the right to and is encouraged to perform services for others.
• Supplier has the sole right to control and direct the means, manner, and method by which the services required will be performed, subject to the needs and parameters of the Company’s direction and requests.
• Supplier will furnish its/his/her own vehicles, and all equipment and materials used to provide the services.
• Except as otherwise prohibited by the Company, Supplier has the right to hire assistants as subcontractors, or to use employees to provide the services.
• The Supplier or Supplier’s employees or contract personnel shall perform the services. Automate America shall not hire, supervise, or pay any assistants to help Supplier.
• Automate America does not require and this Website does not require that Supplier or Supplier’s employees or contract personnel to devote full time to performing the services, if any, for the Company.

Any inquiry and/or communication between Users or exchange of information regarding jobs, profiles, or opportunities are not guaranteed for jobs, future jobs, contracts, or other compensated service and no User nor Automate America, Inc. nor this Website promise any job, compensation, opportunity, or warrant the services provided in any respect.

Agreement not to Solicit Personnel

Unless prior written authorization, a Company issuing purchase order for services, agrees that, during the term of the agreement, and for a period of one (1) year subsequent to the date of the delivery of services that both parties agree not to pursue employees whether they are employed with Automate America or a service partner of Automate America for the purposes of sub-contract or fulltime employment with their respective company, or any other third parties, for the purposes of training, programming, service or any other related services or business endeavors, that are part of the services each company currently or in the future may provide.

In the event either party makes an offer to the other company's employees or sub-contractors without proper notification this will be deemed a breach of this contract. The party making said job offer, will be responsible for the following: 1 full year’s wages of employee, cost of training while the employee was on staff and /or damages for lost company income of (1) full year.

Note: Service partners that apply their personnel to “contract to hire” or “direct hire” opportunities do so with the understanding that upon acceptance of the work request will void the non-solicitation agreement and the Company may pursue said employee for hire.

Communication Services & Submissions

The Services and Resources may include bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable User to communicate with the public at large or with a group (collectively, "Communication Services"). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity).
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
• Advertise or offer to sell or buy any goods or services for any business purpose unless such Communication Service specifically allows such messages.
• Conduct or forward surveys, contests, pyramid schemes or chain letters.
• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• Restrict or inhibit any other user from using and enjoying the Communication services.
• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
• Violate any applicable laws or regulations.

We have no obligation to monitor the Communication Services. However, We reserve the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. We reserve the right to terminate User’s access to any or all of the Communication services at any time without notice for any reason whatsoever. We reserve the right at all times to disclose any information as necessary to satisfy any applicable law regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Our sole discretion. We do not control or endorse the content, messages or information found in any Communication Service and, therefore, We specifically disclaim any liability with regard to the Communication Services and any actions resulting from User’s participation in any Communication Service. We do not claim ownership of any materials that User inputs in the Communications Service, including any feedback, suggestions, posting, uploading, inputting, or submissions to the Communications Services (collectively, “Submissions”). By posting or submitting a Submission, User grants Us the license and permission to use the Submission in connection with the operation of the Services, including but not limited to the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat the Submission and publish User’s name in connection with the Submission. No compensation will be paid with respect to the user of the Submission and We are under no obligation to use any Submission and may remove any Submission at any time in Our sole discretion.

Our Rights

Your access to and use of the Website, Content, Resources and Features is a privilege, not a right, and We may, in Our sole discretion, revoke Your access to or use of the Website, Content, Resources or Features, in whole or in part, at any time for any reason. We reserve the right at any time and in Our sole discretion (but We have no obligation) to monitor, police, record, edit, disclose to others or remove any posting or other communication in a Public Venue by You or any other person.

Automatic Termination of Permission

If You violate any of these Terms of Use Your permission to access and use the Website, Content, Resources and Features automatically terminates without requirement of any further action by Us or notice to You and You shall immediately cease and desist from any further use of the Website, Content, Resources and Features and destroy any copies You have made of any portion of the Content.

We reserve the right, in addition to other remedies, to terminate, discontinue, suspend and/or restrict the Resources and Features and other services, Your account/profile, ability to access, visit and/or use the Website or any portion thereof, and/or the Agreement, including without limitation any of Our purported obligations hereunder, for any or no reason, with or without notice. In the event of any termination or discontinuation of User’s account/profile, ability to access, visit and/or use the Website or any portion thereof, and/or the User Agreement, We reserve the right, in addition to our other remedies, to reassign, and/or allow another user to use, your password and/or User ID. Even if the Website, your ability to access, visit and/or use the Features and Resources or any portion thereof, and/or the User Agreement is terminated, discontinued, suspended or restricted, by User or Us, We have no obligation to (but may in its discretion) remove any Submissions, and therefore copies of all information with regard to User’s account/profile and/or Submission. We have no obligation to retain, store, or provide User with any information with regard to User’s account/profile and/or Submissions. All provisions of the User Agreement shall survive the termination or expiration of the Agreement and/or account/profile.

Advertisements, Searches, and Links to Other Sites

The Website may provide links to third-party Websites and may select certain sites as priority responses to search terms You enter. We may allow advertisers to respond to certain search terms with advertisements or sponsored Content. However, We do not recommend and do not endorse any third party product or service or the content of any third-party Websites. We are not responsible for the content or accuracy of third-party Websites linked or framed within the Website or their advertising appearing on the Website. Your use of any and all third-party Websites is at Your own risk and subject to the terms and conditions of use for such Websites. We reserve the right to offer premium services and increased or more visible search capabilities at our discretion and/or as policies are established from time to time.

Indemnification

You agree to indemnify, defend and hold harmless Us and Our directors, officers, employees and other agents from any and all claims, damages, losses, expenses (including fees and expenses of attorneys, experts and other professionals) or other liabilities of any kind resulting from or arising out of Your access to or use of the Website, or the Content, Resources or Features or Your failure to comply with these Terms of Use or Our rules and policies with respect to the Website in effect from time to time.

Modification of these Terms of Use

We reserve the right to change the terms, conditions, and notices under which this Website is offered, including but not limited to the charges associated with the use of the Website. Continued access of the Service by You will constitute acceptance of any changes or revisions to the User Agreement

Links to Third Party Sites

The Website may contain links to other Websites (“Linked Sites”). The Linked Sites are not under the control of US and We are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. We are not responsible for webcasting or any other form of transmission received from any Linked Site. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Us or the any association with the Linked Site operators.

Registration and Account/Profile Creation

You may be required to register for certain products and/or services, and/or to make purchases, or register and/or set up an account/profile to access, visit and/or use certain portions of the services, Resources, or Features, in which case You may be provided, or required to choose, a password and/or User ID, and You may provide a credit, debit, or charge card number, or other payment information, as well as Your name, telephone number(s), email and/or street address, and other personally identifiable information. Other information such as Your age, gender, an avatar, and the number for mobile or other device may also be requested. In addition, User may be asked to send Us similar information via messaging (e.g., email, SMS, MMS, or other technologies). All such information shall be referred to in the Agreement as User’s "Registration Information".

Users may not set up multiple profiles or accounts. User agrees, represents, warrants, and guarantees that all Registration Information provided by User is true, accurate, complete, up-to-date, and solely User’s. User may not impersonate, imitate or pretend to be somebody else when registering and/or setting up an account/profile on the Service. If any of User’s Registration Information changes, User must update it promptly by using the mechanism or contact information on the Service that allows User to change or update User’s Registration Information, if available. WE SHALL HAVE NO LIABILITY ASSOCIATED WITH OR ARISING FROM USER’S FAILURE TO MAINTAIN ACCURATE, COMPLETE OR UP-TO-DATE REGISTRATION INFORMATION, INCLUDING WITHOUT LIMITATION USER’S FAILURE TO RECEIVE CRITICAL INFORMATION. WE ARE NOT RESPONSIBLE FOR VERIFYING USER’S REGISTRATION INFORMATION.

We reserve the right at any time, with or without notice, to remove or require a change to or repossess any password and/or User ID that has been provided to User, any avatar User may be using or other Registration Information, or otherwise change the access means or methods for portions of the Service, the Service as a whole, or certain products and/or services.

User will be solely responsible for maintaining the confidentiality of User’s Registration Information. User may not authorize or permit anyone else to access and/or use User’s Registration Information, or access, visit and/or use the Service by use of User’s account/profile and/or Registration Information. User may not access and/or use anyone else's Registration Information, or access, visit and/or use the Service by use of anyone else's account/profile and/or Registration Information. User may not sub-license, transfer, sell, rent or assign User’s Registration Information to any third party without our written approval. Any attempt to do so will be null and void and shall be considered a material breach of the Agreement.

User is solely responsible for all access or visitation to, usage of, or activity on, User’s account/profile including, but not limited to, use of the account/profile by any person who uses User’s Registration Information, with or without authorization, or who has access to any computer, mobile or other device on which User’s account/profile resides or is accessible. User acknowledges and agrees that Company may, and User specifically authorizes Company to, process all transactions, including without limitation purchases and/or registration for additional merchandise, products and/or services, including without limitation Content, that are initiated by use of User’s Registration Information.

If You have reason to believe that Your or another User’s account/profile is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of User’s Registration Information), You must immediately change the affected Registration Information and/or close the account/profile.

Notice and Takedown Procedures; and Copyright Agent

If You believe any materials accessible on or from the Website infringe Your copyright, You may request removal of those materials (or access thereto) from the Website by contacting Our copyright agent (identified below) and providing the following information:

1. Identification of the copyrighted work that You believe to be infringed. Please describe the work, and where possible include a copy or the location of an authorized version of the work.
2. Identification of the material that You believe to be infringing and its location. Please describe the material, and provide Us with other pertinent information that will allow Us to locate the materials.
3. Your name, address, telephone number and (if available) email address.
4. A statement that You have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
5. A statement that the information that You have provided to Us is accurate, and indicating that "under penalty of perjury," You are the copyright owner or are authorized to act on the copyright owner's behalf.
6. A signature or the electronic equivalent from the copyright holder or authorized representative.

Our agent for copyright issues relating to the Website is as follows:

• Thomas D. Huycke
  Dority & Manning, Attorneys At Law, P.A.
  Two Liberty Square
  75 Beattie Place, Suite 1100
  Greenville, South Carolina 29601 USA
  Fax: (864) 233-7342
  E-mail: thuycke@dority-manning.com
  

In an effort to protect the rights of copyright owners, We maintain a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Website who are repeat infringers.

General

We are domiciled in the United States of America. We make no representation or assurance that the Website, Content, Resources or Features are legal or accessible outside of the United States. If You access the Website from outside the United States, You do so at Your own risk and You are solely responsible for compliance with the laws of all applicable jurisdictions.

These Terms are governed by the laws of the State of South Carolina, without regard to its conflict of laws rules or principles. The illegality, invalidity or unenforceability of any provision of these Terms of Use shall not render illegal, invalid or unenforceable any other provision hereof.

The state and federal courts located in the State of South Carolina have exclusive jurisdiction over any and all disputes between You and Us (or Our directors, officers, employees, or agents) in any way relating to the Website, Content, Resources or Features, or Your use of any of the foregoing. You and We each expressly consent to the jurisdiction of such courts over Us personally and You and We agree that venue in such courts is convenient and proper. IN CONNECTION WITH ANY LEGAL PROCEEDING WITH RESPECT TO ANY SUCH DISPUTE YOU AND WE EACH HEREBY IRREVOCABLY WAIVES OUR RIGHT TO A JURY TRIAL.

No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Except for any agreements with respect to Your use of any Features (if applicable), these Terms of Use constitute the entire agreement between You and Us with respect to the use of the Website, Content, Resources and Features.

Questions or comments regarding the Website, including any reports of non-functioning links, may be submitted via email at info@automateamerica.com or via U.S. mail addressed to:

• AutomateAmerica.com
  PO BOX 1638
  Greer, SC 29652
  Attn: Webmaster
  

Supplier Service Agreement

This Supplier Service Agreement (“SSA”) is made between Automate America, Inc. (“Automate America”), with a principal place of business at PO BOX 1638, Greer, SC 29652, and independent contractors defined as (“Suppliers”) who will be paid by Automate America and not the end customer (“Client Company”) directly.

1. Services to Be Performed

The Supplier shall provide services for an entity that has contracted with or otherwise has contacted Automate America for the need for such services and such other services as needed to satisfactorily complete the project for such Client Company (the “Services”). The work to be performed shall be done for and at the direction of the Client Company.

2. Tax Identification Number

Supplier agrees to provide a completed Form W-9 or Form W-8 with a valid Social Security Number or Tax Identification Number prior to the commencement of the Services.

3. Term of SSA

This SSA shall be effective until terminated as set forth herein. This SSA supersedes any previous contractor, supplier or employment agreements and addendums thereto, which shall hereinafter be null and void and no longer in effect.

4. Payment

In consideration for the Services to be performed by Supplier, Automate America agrees to pay Supplier for all approved hours worked. Supplier acknowledges that the rate of pay may be renegotiated for future assignments or projects.

5. Terms of Payment

Supplier shall turn in weekly timesheets and expense reports on Sunday or as otherwise directed by Automate America.

Supplier shall submit an invoice to Automate America on a weekly basis. The invoice shall reflect the same hours and expenses as shown on the weekly timesheets. Standard Payment terms will be net 30 and payments will be made via direct deposit to Supplier’s bank account. Supplier will be given optional net terms.

6. Confidentiality of Payment Arrangements

Payment terms and arrangements to Suppliers are confidential. Supplier is prohibited from discussing his or her payment terms and arrangements with other suppliers, contractors, Automate America’s employees, or the Client Companies. Violation of this stipulation may result in termination of this SSA.

7. Expenses

Supplier shall be responsible for all expenses incurred while performing the Services unless the Client Company reimburses such expenses. This includes but is not limited to the following:

• License Fees
• Memberships Fees and dues
• Automobile and other travel expenses
• Meals and entertainment
• Insurance premiums
• Safety equipment
• Salary, expenses, and other compensation paid to employees or contract personnel the Supplier hires to complete the work under this Agreement.

8. Independent Contractor Status

Supplier is an independent contractor and is not Automate America’s direct employee for any reason or for any purpose. Supplier’s employees or contract personnel are not Automate America’s employees. Supplier and Automate America agree to the following rights consistent with an independent contractor agreement:

• Supplier has the right to and is encouraged to perform services for others during the term of this SSA.
• Supplier has the sole right to control and direct the means, manner, and method by which the services required by this SSA will be performed, subject to the needs and parameters of the Client Company’s direction and requests. Supplier has the right to perform the services required by this SSA at any place, location, or time.
• Supplier will furnish its own vehicles, and all equipment and materials used to provide the services required by this SSA.
• Supplier has the right to hire assistants as subcontractors, or to use employees to provide the services required by this SSA.
• The Supplier or Supplier’s employees or contract personnel shall perform the Services. Automate America shall not hire, supervise, or pay any assistants to help Supplier.
• Automate America shall not require Supplier or Supplier’s employees or contract personnel to devote full time to performing the Services.

9. Other Policies

Notwithstanding the fact that Supplier is an independent contractor, while on the Automate America premises or attending Automate America functions or meetings, or on the premises of a Client Company, Supplier shall observe and obey, and cause Supplier’s employees and subcontractors to observe and obey, all applicable policies, procedures, rules, and regulations of Company or the Client Company.

10. Right of Refusal

Automate America shall have the right to evaluate any of Supplier’s employees or contract personnel placed on a project. If during the term of the project Automate America is not pleased with the performance of Supplier’s employees or contract personnel, Automate America shall notify Supplier and the Supplier shall remove the employee or contract personnel immediately.

11. Business Permits, Certificates, and Licenses

Supplier shall comply with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the Services.

12. State and Federal Taxes

• Automate America shall not withhold FICA (Social Security and Medicare taxes) from Supplier’s payments or make FICA payments on Supplier’s behalf.
• Automate America shall not make state or federal unemployment compensation contributions on Supplier’s behalf.
• Automate America shall not withhold state or federal income tax from Supplier’s payments
• Supplier shall pay all taxes incurred while performing services under this SSA including but not limited to all applicable income taxes and, if Supplier is not a corporation, all self-employment (Social Security) taxes. Upon demand, Supplier shall provide Automate America with proof that such payments have been made.

13. Fringe Benefits

Supplier understands that neither Supplier nor Supplier’s employees or contract personnel are eligible to participate in any employee pension, profit sharing, health or medical insurance, vacation pay, sick pay, or other fringe benefit or welfare or pension plan sponsored by Automate America. If Supplier is later hired as Automate America’s employee, which is neither promised nor guaranteed, Supplier expressly waives Supplier’s rights to any benefits during the time that he or she was a contractor under this (or any previous) SSA.

14. Workers’ Compensation

Supplier shall obtain workers’ compensation insurance on behalf of Supplier and Supplier’s employees. When Supplier hires employees to perform any work under this SSA, Supplier will cover them with workers’ compensation insurance and provide Automate America with a certificate of workers’ compensation insurance before the employees begin the work.

15. Unemployment Compensation

Automate America shall make no state or federal unemployment compensation payments on behalf of Supplier or Supplier’s employees or contract personnel. Supplier will not be entitled to these benefits in connection with work performed under this SSA or the performance of the Services.

16. Insurance

Automate America shall not provide any insurance coverage of any kind for Supplier or Supplier’s employees or contract personnel. Supplier agrees to maintain a general liability insurance policy of at least $1,000,000.00 to cover any negligent acts committed by Supplier or Supplier’s employees or agents while performing services under this SSA. Supplier also agrees to maintain a workers’ compensation insurance policy of at least $1,000,000.00 to cover any work-related injuries sustained by Supplier or Supplier’s employees or agents while performing services under this SSA. Supplier agrees to add Automate America, Inc. at PO BOX 1638, Greer, SC 29652 as an added insured on each policy.

17. Waiver

SUPPLIER WAIVES ALL CLAIMS AGAINST COMPANY OR THE CLIENT COMPANY FOR COMPANY’S LIABILITY OR COMPENSATION FOR PERSONAL INJURY, UNEMPLOYMENT COMPENSATION OR OTHERWISE UNDER WORKERS’ COMPENSATION LAWS. SUPPLIER UNDERSTANDS THAT IN NO WAY WILL COMPANY BE LIABLE FOR ANY INJURY OR LOSS SUSTAINED BY THE SUPPLIER IN THE PERFORMANCE OF THIS SSA.

18. Terminating the SSA

1. This SSA may be terminated at any time by either Supplier or Company upon 30 days’ notice. Company, in its sole discretion, may choose to pay Supplier in lieu of working through all or part of the notice period.
2. This SSA will be terminated when the Services are satisfactorily completed.
3. Company may terminate this SSA immediately for Cause. “Cause” shall be defined as: fraud, embezzlement, or conviction of the Supplier of any felony; a material breach of, or the willful failure or refusal by the Supplier to perform and discharge the Supplier’s duties, responsibilities and obligations under, this SSA or any other agreement entered into by Supplier and the Company, as determined by the Company in its reasonable judgment, or Supplier’s failure to complete the services needed to complete the project; any act of moral turpitude or willful misconduct or misappropriation by the Supplier which is intended to result in personal enrichment of the Supplier at the expense of the Company, or any of its affiliates, or which has a material adverse impact on the business or reputation of the Company (such determination to be made by the Company in its reasonable judgment); intentional material damage to the property or business of the Company; a material breach of this SSA by Supplier; death of the Supplier; or the insolvency or bankruptcy of the Company or the discontinuation or diminution of the Company’s business for any reason; or the Client Company demands for the services provided hereunder change and/or are modified or the Client Company otherwise terminates or requests that the Services not be provided by the Supplier.

19. Final Payments

If the Services are satisfactorily performed and the project is completed, Supplier will be paid as set forth in this SSA through the date of completion.

If this SSA is terminated by either Automate America or Supplier before a project is completed, any final payments owed for the Services performed by Supplier will be withheld until payment for said services is received by Automate America from the Client Company.

Supplier is entitled to the compensation set forth herein only through the effective date of termination and is not entitled to any post-termination compensation. Company, in its sole discretion, may offset any sum due from Supplier (at the termination date or otherwise) against any amount which would otherwise be due Supplier to the maximum extent permitted by law, including but not limited to payments, commissions, or other compensation. Such offset may include, but is not limited to, sums for theft, breakage, overpayment, advances, or monies owed to Automate America, loss, failure to return Company property, or other similar loss.

Neither Automate America nor Supplier will, by reason of the termination or expiration of this SSA, be liable to the other for compensation, reimbursement, or damages either on account of present or prospective profits on sales or anticipated sales, or on account of expenditures, investments, or commitments made in connection therewith or in connection with the establishment, development, or maintenance of the business or goodwill of the Company or of the Supplier.

Upon termination of this SSA, Supplier will give Automate America a statement including all information available to or obtainable by Supplier which the Company requests regarding the status of outstanding or pending transactions with the Automate America’s customers or projects.

20. Sole Agreement

This SSA, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this SSA with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This SSA may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this SSA or, in the case of waiver, by the party or parties waiving compliance.

21. Severability

If any provision of this SSA is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force if the essential provisions of this SSA for Automate America and Supplier remain valid, binding, and enforceable.

22. Applicable Law

This SSA will be governed by the laws of the state of South Carolina.

23. Notices

All notices and other communications in connection with this SSA shall be in writing and shall be considered given as follows:

• when sent by email to the last email address of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.

24. No Partnership

This SSA does not create a partnership relationship. Supplier does not have authority to enter into contracts on Automate America’s behalf.

25. Statutory Employees

Notwithstanding the language contained in other provisions herein, except as may be noted below, Supplier agrees that it undertakes to perform or execute the work performed under this SSA that is part of the trade, business or occupation of Company and therefore its employees, agents, and subcontractors, for purposes of the applicable state's workers' compensation laws, are, to the maximum extent permitted by law, considered statutory employees under such applicable state's workers' compensations laws. Therefore, the exclusive remedies for any personal injury suffered by Supplier's agents, employees or subcontractors while performing any of the services performed under this SSA shall be the remedies under the applicable state workers' compensation laws, including, if necessary, under Company's workers' compensation insurance coverage, and Company is entitled to tort immunity to the maximum extent permitted by law. Supplier agrees that it will not take nor permit its workers' compensation carrier or other similarly situated party to take any position inconsistent with the provisions of this Section.

26. Indemnification

Supplier agrees to defend, indemnify and hold the Company and its officers, directors, employees, agents, attorneys and Suppliers harmless from and against any damages, liabilities, law suits and expenses (including reasonable attorneys’ fees) of any kind or nature whatsoever which may be sustained or suffered by the Company, arising out of, based upon or by reason of (a) breach of any representation or warranty of, or failure to perform any covenant made by Supplier in, this SSA or taking a position that contradicts the representations set forth in this SSA, (b) violation of laws, ordinances or regulations resulting directly or indirectly from, or in any way relating to, the activities of Supplier under this SSA, and (c) any claim, action or proceeding asserted, instituted or growing out of any matter for which Supplier has agreed to indemnify the Company hereunder.

27. Assignment

Supplier acknowledges that the services to be rendered by Supplier are unique and personal. Accordingly, Supplier may not assign any of Supplier’s rights or delegate any of Supplier’s duties or obligations under this SSA, except to the extent amounts are payable to Supplier hereunder after Supplier’s death, in which case those benefits may be assigned by will or the law of descent. The rights and obligations of Company under this SSA shall be assignable by the Company, and shall inure to the benefit of and shall be binding upon Company and its successors and assigns.

28. Cooperation

In the event any accident or other incident should occur in the course of Supplier performing under this SSA, Supplier agrees to cooperate and provide reasonable assistance to the Company in the investigation of such accident or incident as Company may request, which assistance and cooperation may include, but not be limited to, retaining legal counsel independent of Supplier's workers' compensation carrier and making its employees and legal counsel available for interviews by the Company and/or its legal counsel.

29. Confidentiality and Non-Disclosure

1. Company Affiliates have a proprietary interest in, and its business is one that requires secrecy concerning, Trade Secrets and Company Data.
2. Except as may be necessary to perform the Services, Supplier shall hold Trade Secrets in confidence and shall not use, misappropriate, or divulge Trade Secrets of the Company Affiliates to any person or entity at any time during the course of Supplier’s contractual relationship with the Company and after Supplier’s contractual relationship with the Company ends.
3. Except as may be necessary to perform the Services, Supplier shall hold Company Data in confidence and shall not use, misappropriate, or divulge Company Data to any Person at any time during the term of the SSA and for two years following the termination of this SSA.
4. Supplier will return all Company Affiliate property, including but not limited to Company Data, Trade Secrets, and all copies thereof, in Supplier’s possession or under Supplier’s control upon termination of the contractual relationship or as otherwise requested by Company. Supplier agrees to not delete Company information or other electronic information, including but not limited to Company Data, Trade Secrets, and all copies thereof, from Supplier’s computer, communications systems or other mobile devices belonging to the Company Affiliate before or after the effective date of termination of contractual relationship except as otherwise authorized by the Company.
5. Definitions:
   1. “Trade Secrets” and “Company Data”.
   1. “Trade Secrets” are limited to Company Affiliate information including, but not limited to, (i) a formula, pattern, compilation, program, device, method, technique, product, system, or process, design, prototype, procedure, or code that (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, the public or any other person who can obtain economic value from its disclosure or use, and (b) is the subject of Company Affiliate efforts that are reasonable under the circumstances to maintain its secrecy, and/or (ii) any Company Affiliate information that could otherwise come under the definition of Trade Secret under South Carolina Code § 39-8-20 or the federal Defend Trade Secrets Act
   2. “Company Data” is defined as information related to the services or products provided by the Company Affiliates or related to the business of the Company Affiliates that (i) is competitively sensitive information; (ii) is important or valuable to the Company Affiliates; (iii) is kept in confidence by the Company Affiliates; (iv) becomes known to or exposed to Supplier through his/her contractual relationship with the Company; and (v) does not fall within the definition of Trade Secret above. Such Company Data may be valuable to the Company Affiliates because of what it costs to obtain, because of the advantages the Company Affiliates enjoy from its exclusive use, or because its dissemination may harm the Company Affiliates' competitive position in the industry.
   3. Neither Company Data nor Trade Secrets shall include any information that (i) is or was publicly known and made generally available to the public through no action or inaction of Supplier; (ii) is obtained from a third party not in violation of any with, or duty of confidentiality to, the Company Affiliates; or (iii) involves general skills or knowledge independently developed by the Supplier as shown by documents and other competent evidence in Supplier’s possession.
   4. Trade Secrets and Company Data may include, without limitation (i)product design information, inventions, discoveries, copyrights, intellectual property improvements, know-how, methods, technical information, data, process technology, plans, drawings, blueprints, manufacturing processes, laboratory procedures, and methods employed or sold by the Company relating to the Services or products provided by the Company or related to the business of the Company; (ii) sales and customer data (whether or not reduced to writing), including but not limited to customer lists, customer preferences, customer requirements, customer contracts, customer contacts, pricing information, discounts, concessions and prior bids; (iii) marketing information, including but not limited to business strategy, plans, research, development, expansion or contraction plans; (iv) business plans, including but not limited to capital projects, departmental budgets and expenses; (v) financial information, including but not limited to revenue and billing projects; (vi) computer programs (or any portions or logic comprising such programs and/or source codes), internal security codes and passwords; (vii) manufacturing and vendor contacts, contracts and agreements; (viii) research and development efforts; (ix) product or service cost or pricing; (x) personnel allocation or organizational structure; and (xi) non-public information concerning the legal or financial affairs of Company.
   5. Trade Secrets and Company Data may exist in any medium or form, including but not limited to paper and electronic documents, records, tapes, files, media, and any other medium of communicating or storing information, including but not limited to information stored or kept digitally or electronically.
   6. Nothing in this SSA is intended to interfere with or discourage a good faith disclosure to any governmental entity related to a suspected violation of the law. Supplier is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Supplier not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Furthermore, Supplier is hereby on notice that if Supplier files a lawsuit for retaliation by an company for reporting a suspected violation of law, Supplier may disclose the employer's trade secrets to Supplier’s attorney and use the trade secret information in the court proceeding if Supplier: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order
   7. “Company Affiliates” means Automate America, any companies related to or affiliated with Automate America, and the Client Company(ies) for whom Supplier works or provides the Services.

30. Counterparts

This SSA may be executed in one or more counterparts, all of which taken together shall constitute one instrument.

31. Headings

The headings contained in this SSA are for reference purposes only and shall not affect in any way the meaning or interpretation of this SSA.

32. Governing Law

This SSA shall be governed by and construed in accordance with the laws of the State of South Carolina, without giving effect to South Carolina’s rules of conflicts of law, and regardless of the place or places of its physical execution and performance. The parties agree that all claims must be brought exclusively in courts of competent jurisdiction in Greenville, South Carolina, and Supplier agrees to be subject to these courts even if Supplier is not then residing in South Carolina.

Master Services Agreement

This Master Service Agreement (“Agreement”) is made between Automate America, Inc. (“Automate America”), with a principal place of business at PO BOX 1638, Greer, SC 29652, and Users defined as “Companies” who do not contract or hire the independent contractors (“Suppliers”) direct and need Automate America to act as the Umbrella Pass through Company for payments due to vendor requirements of the (“Client Company”).

The parties agree as follows:

1. Services. Automate America agrees to provide certain workers (“Assigned Workers”) to Customer to perform work as assigned by Customer from time to time (“Services”). The Services shall be set out in the initial Statement of Work attached hereto as Exhibit A and subsequent statements of work accepted by and agreeable to Automate America (each, a “Statement of Work”). Additional Statements of Work shall be deemed issued and accepted only if expressly agreed by the Automate America Contract Manager and the Customer Contract Manager.

2. Automate America Obligations. Automate America shall

• 2.1. Designate a Automate America Contract Manager as set forth in the Statement of Work.
• 2.2. Provide the Assigned Workers to Customer to perform the Services.
• 2.3. Compensate the Assigned Workers providing the Services in accordance with applicable law.
• 2.4. At the request of the Customer, remove any of the Assigned Workers, provided that Customer’s request does not violate any applicable law.
• 2.5. Verify that the Assigned Workers are authorized to lawfully work in the United States and, at the Customer’s request, will undergo and successfully complete a drug/alcohol test and criminal background check prior to being assigned to Customer.
• 2.6. Comply with all applicable Federal, State, and local laws and regulations including but not limited to, if applicable, those related to equal employment opportunity and employment discrimination, the Fair Labor Standards Act, and other laws governing wages, hours and benefits.

3. Customer Obligations. Customer shall

• 3.1. Designate a Customer Contract Manager as set forth in the Statement of Work, who (or some other agreed upon designee) authorized to verify time records and charges associated with the Assigned Workers.
• 3.2. Provide the Assigned Workers with a suitable place of work that complies will applicable Federal, State, and local health and safety laws, and other laws applicable to workplace conditions.
• 3.3. Provide timely payment to Automate America as set forth in this Agreement.
• 3.4. Comply with all applicable Federal, State, and local laws and regulations including but not limited to, if applicable, those related to equal employment opportunity and employment discrimination, the Fair Labor Standards Act, and other laws governing wages, hours and benefits.

4. Direction of the Assigned Workers. While the Assigned Workers will be provided by Automate America, the parties agree on the following:

• 4.1. Customer is providing the direction, control, and authority of the Assigned Workers. Automate America is not providing the direction and control of the actual work being performed.
• 4.2. The Assigned Workers may be directly employed by Automate America or may have a Supplier Service Agreement (independent contractor) with Automate America but will report to the Customer Contract Manager or his/her designee.
• 4.3. The Assigned Workers will provide their own vehicles, and all equipment and materials used to provide the Services required under this Agreement.
• 4.4. Customer may direct Assigned Workers to observe and obey all policies, procedures, rules and regulation of the Customer while the Assigned Workers are on the Customer’s premises.

5. Relationship Created. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

6. Fee. In consideration of the provision of the Services, Customer shall pay the fees set out in the Statement of work. Unless otherwise provided in the applicable Statement of Work, said fee will be payable within 30 days of receipt of an invoice from Automate America, but in no event more than 45 days after completion of the Services performed pursuant to the applicable Statement of Work.

• 6.1. Customer shall reimburse Automate America for all reasonable expenses incurred in accordance with the Statement of Work or the Services if such expenses have been pre-approved, in writing, by the Customer Contract Manager, within 30 days of receipt by the Customer of an invoice from Automate America accompanies by reasonable supporting documentation of such expenses.
• 6.2. All late payments shall bear interest at the lesser of the rate of 5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Automate America for all costs incurred in collecting any late payments, including, without limitation, attorneys; fees. In addition to all other remedies available under this Agreement or ta law (which Automate America does not waive by the exercise of any rights hereunder), Automate America shall be entitled to suspend or terminate the provision of any Services without recourse or liability if the Customer fails to pay any amounts or fees when due hereunder and such failure continues for 5 days following written notice thereof.
• 6.3. Automate America shall issue invoices to Customer only in accordance with the terms of this Agreement and applicable Statements of Work. All payments hereunder shall be in US dollars and made by check or wire transfer.

7. Limited Warranty and Limitation of Liability.

• 7.1. Automate America warrants that it shall perform the Services:
• 7.1.1. In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement.
• 7.1.2. Using Assigned Workers of commercially reasonable standard with required skill, experience and qualifications.
• 7.1.3. In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
• 7.2. Automate America’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be as follows:
• 7.2.1. Automate America shall use reasonable commercial efforts to promptly cure any such breach, provided, that if Automate America cannot cure such breach within a reasonable time (but no more than 30 days after Customer’s written notice of such breach), Customer may, at its option, terminate the Agreement by serving written notice of termination as set forth herein. In the event of such termination, Automate America shall within 30 days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for the Services, less a deduction equal to the fees for receipt or use of such Services up to and including the date of termination on a pro-rated basis.
• 7.2.2. This remedy shall not be available unless Customer provides written notice of and opportunity to cure such breach.
• 7.2.3. Automate America shall not be responsible for its obligations under this Agreement if it is prevented or delayed by any act or omission of the Customer, and shall otherwise not in any such circumstances be liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
• 7.3. AUTOMATE AMERICA MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN THIS SECTION. ALL OTHER WARRANTIES OF ANY NATURE, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
• 7.4. IN NO EVENT SHALL AUTOMATE AMERICA BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

8. Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 7 days thereafter, is summarized in writing and confirmed as confidential (”Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section only, Receiving Party’s Group shall mean the Receiving Party’s employees, officers, directors, attorneys, accountants, and financial advisors. The terms and quotations herein and in the Statement of Work are considered confidential and shall not be disclosed to any other party or entity.

9. Term and Termination. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all applicable Statements of Work unless sooner terminated herein.

• 9.1. Either party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
• 9.1.1. Materially breaches this Agreement and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach.
• 9.1.2. Becomes insolvent or admits its inability to pay its debts generally as they become due, files for bankruptcy, or makes a general assignment for the benefit of creditors.
• 9.2. Automate America may terminate this Agreement on written notice if Customer fails to pay any amount when due hereunder.
• 9.3. Either party may terminate this Agreement for any reason upon providing 14 days written notice.
• 9.4. Except as otherwise expressly provided in this Agreement, Automate America is entitled to all compensation due under this Agreement through the date of termination.
• 9.5. Upon expiration or termination of this Agreement for any reason:
• 9.5.1. Automate America can remove its Assigned Workers and any of its or their equipment, if applicable, at and from Customer’s premises;
• 9.5.2. Each party shall promptly return to the other party all documents and tangible materials belonging to the other party;
• 9.5.3. Certify in writing to the other party upon request that it has permanently erased any Confidential Information belonging to the other party from its computer systems.

10. Entire Agreement. This Agreement, including and together with any related Statements of Work, and exhibits, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force if the essential provisions of this Agreement for Automate America and Customer remain valid, binding, and enforceable.

11. Amendment. This Agreement may only be amended, modified, or supplemented by an agreement or Statement of work writing signed by each party. The terms of this Agreement and any applicable Statement of work rule the relationship between the parties. No terms on any Customer invoice, purchase order, or website contrary to or additional to the terms set forth herein shall be of any effect or otherwise enforceable.

12. Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

13. Assignment. Neither party may assign this Agreement without the prior written consent of the other party. This Agreement shall be binding upon the parties, their successors, heirs and assigns.

14. Notice. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other party’s designated Contract Manager at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid) or as otherwise upon effective receipt by the receiving party.

15. Indemnification.

• 15.1. Automate America agrees to defend, indemnify and hold the Customer and its officers, directors, employees, agents, attorneys and suppliers harmless from and against any damages, liabilities, law suits and expenses (including reasonable attorneys’ fees) of any kind or nature whatsoever which may be sustained or suffered, arising out of, based upon or by reason of (a) breach of representation or warranty of, or failure to perform any covenant made by Automate America herein or taking a position that contradicts the representations set forth in this Agreement, (b) Automate America’s violation of laws, ordinances or regulations resulting directly or indirectly from, or in any way relating to, the Services being provided in this Agreement, except to the extent that such noncompliance results from any act or omission requested by or committed by Customer; and (c) claims for bodily injury to or death of any person (other than officers and direct employees of Automate America) or damage to or destruction of any property, to the extent caused by negligence or misconduct on the part of Automate America, its officers or employees (other than the Assigned Workers while acting within the scope of their engagement with Customer), except for any such claims resulting from negligence or misconduct on the part of the Customer, its officer, and employees, and except to the extent covered by insurance of either Automate America or Customer; (c) any claim, action or proceeding asserted, instituted or growing out of any matter for which Automate America has agreed to indemnify the Customer.
• 15.2. Customer agrees to defend, indemnify and hold Automate America and its officers, directors, employees, agents, attorneys and suppliers harmless from and against any damages, liabilities, law suits and expenses (including reasonable attorneys’ fees) of any kind or nature whatsoever which may be sustained or suffered, arising out of, based upon or by reason of (a) breach of representation or warranty of, or failure to perform any covenant made by Customer herein or taking a position that contradicts the representations set forth in this Agreement, (b) Customer’s violation of laws, ordinances or regulations resulting directly or indirectly from, or in any way relating to, the Services being provided in this Agreement, except to the extent that such noncompliance results from any act or omission requested by or committed by Automate America; and (c) claims for bodily injury to or death of any person (other than officers and direct employees of Customer) or damage to or destruction of any property, to the extent caused by negligence or misconduct on the part of Customer, its officers or employees, except for any such claims resulting from negligence or misconduct on the part of Automate America, its officers, and employees (other than those caused by the Assigned Workers while acting within the scope of their engagement with Customer), and except to the extent covered by insurance of either Customer or Automate America; (c) any claim, action or proceeding asserted, instituted or growing out of any matter for which Customer has agreed to indemnify Automate America.
• 15.3. The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any pending action and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnified party may participate in and observe the proceedings at its own cost and expense.

16. Non-exclusivity. Automate America retains the right to perform the same or similar types of services for other companies and entities during the term of this Agreement and/or use the services of other companies to provide similar services. Customer also retains the right to hire any of the Appointed Workers directly, as long as Appointed Worker is an independent contractor, or direct employment of another company’s employee has been agreed upon in writing prior to company’s employee accepting employment.

17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without giving effect to South Carolina’s rules of conflicts of law, and regardless of the place or places of its physical execution and performance. The parties agree that all claims must be brought exclusively in courts of competent jurisdiction in Greenville, South Carolina.