TERMS OF SERVICE

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Please read the following Terms of Service (the “Agreement”).

Definitions:

This Agreement is made and entered into by and between the following parties (the “Parties”, and each, a “Party”):

“CLIENT” shall refer to a consumer, availing the services of STRAIGHTARROW.
“STRAIGHTARROW” shall refer to the service provider, as the corporate entity behind QuickyLaunch’s website development and maintenance services, including its authorized representatives.

Service Delivery Terms:

Service – QuicklyLaunch is a subscription-based website development solution powered by STRAIGHTARROW designed to build marketing-ready websites fast, easy, and at a fraction of the cost using pre-made website templates ready to be customized following the CLIENT’s brand, identity and messaging. CLIENTS must provide their own full-website content, image and other required assets. Our service follows an optimized method of developing our CLIENT’s website and turning it online in as fast as 3 days. The service will be subscription-based with a lock-in period of 18 months. During the 18-month period STRAIGHTARROW shall provide CLIENT a; a) free hosting of their website under QuicklyLaunch subdomain, b) website management and maintenance, c) performance report, and d) troubleshooting and technical support.
1. Free website hosting – STRAIGHTARROW will host CLIENT’s website assets on its own server during its subscription period.
2. Website management and maintenance – STRAIGHTARROW will keep your website in optimal condition by keeping your website system, plugin and security features updated. STRAIGHTARROW will regularly keep a backup copy of your website during your contract period.
3. Performance report – STRAIGHTARROW will provide its CLIENTS access to monthly website performance reports containing relevant key performance indicators either pre-set by STRAIGHTARROW or specified by CLIENT.
4. Troubleshooting and technical support* – STRAIGHTARROW shall provide assistance and solution to CLIENTS website problems by the form of written request.
  1. *Technical assistance and support is only limited to site bug fixes, enablement of templated site page, content and asset update of up to 2 full-page per month for content and up to 5 images for assets per month in the condition that CLIENT must provide the optimized copy and assets if required in the support request.
  2. STRAIGHTARROW may decline accepting and providing support to CLIENT’s request if the request is outside of the service scope and may be deemed harmful for the website, system, softwares etc.
Tools – STRAIGHTARROW utilizes leading online tools and platforms to deliver our service, such as; WordPress, Shopify, Bluehost, Advanced Custom Field, Google Analytics and Easy Appointment. STRAIGHTARROW may choose to add or replace the mentioned tools to improve its service without the need of prior notice to our CLIENT.
Subscription – This Agreement will start on the day first payment is made and shall continue for 18 months. CLIENT can pre-terminate this Agreement at any time before expiration of the 18-month period by serving STRAIGHTARROW a written request for cancellation at least thirty (30) days prior to the intended date of termination. All arrears shall be settled before the effective date of termination. See termination of service for details (Section 11).
Add-on Requests – When assessed as outside of service scope by STRAIGHTARROW, CLIENT may request for additional support that is identified as essential for the website improvement. CLIENT must provide a clear brief or instruction to STRAIGHTARROW for the project. STRAIGHTARROW will study the brief and must submit a separate scope of work including its price and timeline. CLIENT must settle the cost separate to the monthly subscription payment of the original service.
Turn-around times – are STRAIGHTARROW’s best estimate of the time it would take to complete CLIENT’S project. STRAIGHTARROW will endeavor to keep within estimated turn-around times and will inform CLIENT of any possible changes as soon as such become known. CLIENT understands that turn-around times include an estimate of CLIENT’S feedback times during “checkpoints” in the process. STRAIGHTARROW generally allots a 24-hour turnaround time for CLIENT feedback.
Expenses – CLIENT shall assume all expenses related to their own domain registration and other assets acquisition or any customizations of their QuicklyLaunch website.
Point of Contact and Notices – Each Party shall at all times, designate at least one (1) representative who shall act as the main point of contact to manage the day-to-day relationship between the Parties. This includes, but not limited to, working with their respective authorized signatories in obtaining amendments to this Agreement as necessary.
1. All notices required or permitted hereunder shall be in writing and addressed to the respective Parties as set forth below, which may, from time-to-time, be modified. Such notice shall be delivered by hand or by registered or certified mail, postage prepaid, or through electronic mail.

If to CLIENT:

If to STRAIGHTARROW:

To be provided by CLIENT upon start of Subscription Period

STRAIGHTARROW Corporation

ATTENTION: CZARINA AÑO-AGULLANA

5F Silver City 1 Annex, Central Ave, Pasig City, Metro Manila, Philippines 1600.

[email protected]

1. Escalation Procedure – CLIENT recognizes that there may be instances when STRAIGHTARROW is unable to complete a SERVICE without CLIENT’s assistance. For this purpose, CLIENT shall extend full assistance and cooperation to STRAIGHTARROW during the creation stage and throughout the term of this Agreement. In the event of delay on the Part of any Party to this Agreement, the Parties agree to resolve the delay and/or any resulting conflict, in an amicable manner. The escalation procedure for resolving problems will be agreed to between CLIENT and STRAIGHTARROW.
2. Payment Terms – STRAIGHTARROW shall invoice CLIENT on a monthly basis. CLIENT shall pay STRAIGHTARROW’s invoices monthly in advance and not later than thirty (30) days from receipt of such invoice (“Payment Period”). In the event CLIENT disputes any amount indicated in the invoice, it shall pay the amount corresponding to the undisputed items within the Payment Period. For the disputed amount, CLIENT shall submit a notice in writing to STRAIGHTARROW, within five (5) days from receipt of the disputed invoice, stating its basis for disputing the amount. The Parties shall work together to resolve the matter within five (5) days from receipt of the notice disputing the amount.
  1. STRAIGHTARROW accepts payment through Paypal/Credit Card, which is accessed through the invoice that will be sent to them via email once STRAIGHTARROW confirms that the creative brief has been filled out completely and is up to standard.
  2. For the initial payment, PayPal shall request for the CLIENT’s billing credentials and the authority for STRAIGHTARROW to deduct an amount of US$197 from the PayPal account (or the nominated credit card should CLIENT prefer not to use PayPal) on a monthly basis.
  3. The Fees payable under this Agreement shall not be construed to include local, state, federal or national sales or use taxes, any value-added taxes, or similar taxes or duties. Any such taxes shall be assumed and be paid for by CLIENT. If STRAIGHTARROW provides a taxable service to CLIENT and STRAIGHTARROW is required to remit such taxes, the applicable tax shall be included in each invoice containing the taxable Service. CLIENT shall have no obligation to STRAIGHTARROW with respect to taxes relating to STRAIGHTARROW’s net or gross income or revenue, license, occupation or real or personal property.
  4. CLIENT must provide an initial payment of US$197 to officially begin their subscription plan and for STRAIGHTARROW to begin developing the CLIENT’s website.
  5. Payment for any related premium tools, platforms, and softwares. Any tool, platform, or software requiring a separate paid subscription must be settled separately. These paid subscriptions are not included from the monthly payment to STRAIGHTARROW. Both an active subscription to the identified tool, platform, or software and the initial monthly payment to STRAIGHTARROW are required before proceeding with developing the website.
  6. For the succeeding 17 months of the subscription, an amount of $197 will be charged automatically to the CLIENT’s PayPal account or credit card every month following the day they first made the initial payment for the subscription.
  7. In case of payment errors, the payment shall be reprocessed by STRAIGHTARROW for a maximum of three (3) attempts, with each attempt giving the CLIENT twenty-four (24) hours to transact the payment.
  8. Should there be no payment after three (3) maximum attempts, the CLIENT’s subscription will be put on hold and the website will be put offline until settlement of balances.
  9. STRAIGHTARROW is not liable for any damages and/or losses incurred during the period that the website is taken offline due to CLIENT’s failure to make payment.
3. Renewal – On the 16th month of billing, CLIENT will receive a series of notices from STRAIGHTARROW about the upcoming expiration of their service. CLIENT will have an option to renew their subscription to continue the service after their 18-month lock-in period. If subscription is renewed, CLIENT shall allow STRAIGHTARROW to auto-charge them for the succeeding months of continued service. If CLIENT does not provide feedback on the renewal reminder, their subscription will be automatically renewed every month until cancelled.
  1. All promotional offers and discounted prices shall go back to the regular charge of US$197 upon renewal, unless otherwise stated.
4. Termination of service
  1. Pre-termination – CLIENT, as its option, may pre-terminate this Agreement at any time for convenience before the subscription expiration. CLIENT shall provide STRAIGHTARROW at least thirty (30) calendar days written notice prior to the intended effectivity date of such pre-termination.
    1. Either Party may immediately terminate this Agreement at any time before the expiration hereof by written notice to the other Party in case of the following: (i) one of the Party ceases to carry on as a going concern; or (ii) one of the Parties becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy, insolvency, or liquidation, or if a receiver is appointed with respect to all or a substantial Part of its assets.
    2. A Party who commits a material breach of the Agreement is deemed in default. In such a case, the non-defaulting Party may terminate the Agreement by providing written notice of such default to the defaulting Party. The defaulting Party shall have a period of ten (10) calendar days from notice, within which to cure the default. The Parties may, upon mutual agreement, agree on the extension of the curing period. The termination shall be effective after the curing period when the defaulting Party failed to cure the default within the curing period.
    3. The right to terminate under this Agreement is without prejudice to any other right or remedy that such terminating Party may be entitled under the law or in equity.
    4. CLIENT shall pay the full contract cost US$ 3,546.00 less accrued payments and all amounts due to STRAIGHTARROW for services rendered prior to the effective date of termination.
5. Storage and Transfer of Assets – STRAIGHTARROW hosts CLIENT’s QuicklyLaunch website assets on its server within the 18-month period and shall continue for as long as the CLIENT is active and subscribed to the service. CLIENT must renew their service with STRAIGHTARROW to keep their website online. However, if CLIENT decides to terminate the service, a Transfer of Assets process for their website must commence. CLIENT must cooperate and work with STRAIGHTARROW to complete the Transfer of Assets process:
  1. CLIENT must acquire and provide access to STRAIGHTARROW to their 1) own web hosting server, 2) license key code for the Advanced Custom Field tool to keep the custom field setup active on their website.
  2. CLIENT must create their account on Cloudflare and provide delegate access to STRAIGHTARROW, or buy an SSL certificate from their web hosting server site, whichever is more convenient.
  3. CLIENT must assign a secured email address to be the new admin account for their website panel.
  4. Within the 48 hour duration from the effective date of termination and upon the availability of the abovementioned requirements, STRAIGHTARROW must commence the transfer of assets process which will take a total of 7-14 days. If the CLIENT fails to fulfill the requirements above, STRAIGHTARROW will only give them 60 days to complete the requirements and to continue hosting their website. Otherwise, CLIENT’s website will be put offline until completion of requirements. STRAIGHTARROW is not liable for any damages and/or losses incurred during the period that the website will be taken offline.
  5. Upon successful transfer of assets to CLIENT’s new web hosting server, STRAIGHTARROW will provide CLIENT a Website User Manual that contains their access details for their online tools and a How-to-navigate guide online book.
  6. 30 days after the completion of transfer of assets, STRAIGHTARROW shall archive all files and assets of their subscriber from their web server.
6. Non-solicitation – CLIENT and STRAIGHTARROW agree that during the term of this Agreement and for twelve (12) months following the completion or termination of hereof, neither party to this Agreement will directly or indirectly solicit each other’s employee/s without the other’s prior written consent.
7. Representations & Warranties. Each Party represents and warrants that:
  1. It is a business entity or corporation duly organized and is a valid and subsisting business entity or corporation in good standing under the laws of its country.
  2. It has all the requisite power and authority to own and operate its properties.
  3. All business or corporate actions which are subject to registration with any governmental agency or authority have been duly registered or exempt from the same.
  4. No insolvency event has occurred or is reasonably likely to occur in relation to each Party. An “Insolvency Event” for purposes of this Agreement shall be any or a combination of the following: (a) the cessation, failure, or inability to make payment of debts as they mature; (b) the filing of any petition for bankruptcy, insolvency or rehabilitation by the concerned Party; (c) the appointment of a trustee or a receiver in liquidation by or for the concerned Party for a substantial portion of its properties; or (d) when bankruptcy, suspension of payments, or other similar proceedings shall be instituted by or against the concerned Party.
  5. It has all the requisite power and authority to enter into, execute and deliver this Agreement and to consummate the transactions contemplated under this Agreement. It has obtained all the legal authorizations required or necessary for the execution and delivery of this Agreement and all such authorizations remain to be valid and effective.
  6. This Agreement has been duly and validly executed and delivered by each Party and constitutes a legal, enforceable, valid, and binding obligation of each Party.
  7. The execution, delivery, and performance by each Party of this Agreement do not and will not: (i) violate in any respect any provision of, or result in the breach of, or constitute a default under any agreement or other instrument, including, without limitation, any indenture, agreement, mortgage contract or other undertaking or instrument to which each Party is a Party to or which is binding upon each Party or any of its properties or assets; (ii) result in the creation or imposition of any security interest, lien or charge or encumbrance on any property of each Party under any commitment or agreement to which each Party are a Party to or by which each Party is bound, or by which any of their respective properties or assets are bound; nor (iii) constitute a violation of any statute, rule or regulation, order or judgment or decree of any court, administrative body or authority applicable to each Party; and (iv) are not in fraud of the creditors of each Party or any third Party.
  8. There are no civil, criminal, arbitration, administrative or other proceedings pending or threatened against or affecting each Party in any jurisdiction which enjoins or otherwise relates to the execution, delivery or performance of this Agreement or the transactions contemplated under this Agreement or which declare the same to be unlawful or cause or result in its termination, suspension or revision. There are no laws, rules, regulations, decrees, ordinances or other enactments of any governmental authority which enjoins or otherwise relates to the execution, delivery or performance of this Agreement or the transactions contemplated under this Agreement or which declare the same to be unlawful or cause or result in its termination, suspension or revision.
  9. STRAIGHTARROW warrants that the services will be performed in a good, professional, ethical, legal and businesslike manner; provided that it is acknowledged that STRAIGHTARROW may depend in large Part on CLIENT for instructions on how the services should be delivered. STRAIGHTARROW agrees that it will: (a) utilize only competent personnel; and (b) ensure that personnel maintain a polite, cooperative manner when dealing with CLIENT.
  10. Information supplied by CLIENT shall, to the best of CLIENT’s knowledge, be accurate and complete. CLIENT shall not withhold from STRAIGHTARROW any material information which is relevant to the services. Specific instructions provided by CLIENT to STRAIGHTARROW shall, to the best of CLIENT’s knowledge, comply with applicable laws.
8. Indemnification. CLIENT agrees to indemnify and hold STRAIGHTARROW free and harmless from any loss, liability, damages or costs based on the use of any Service or any infringement by the Service of any patent or proprietary right of a third Party. STRAIGHTARROW agrees to indemnify and hold CLIENT free and harmless from and against any claim, demand, loss, liability, damage, cost or judgment arising out of any third-Party claims resulting from the gross negligence or misconduct of STRAIGHTARROW, its employees, agents or contractors. The Party eligible for the indemnity shall promptly notify the indemnifying Party in writing after it becomes aware of a claim or the possibility thereof. The indemnifying Party will control the defense and settlement of such claims, provided that the indemnifying Party will not settle any claim, other than for monetary damages, without the Party eligible for the indemnity giving prior written consent, which consent shall not be unreasonably withheld. The indemnifying Party will permit the Party eligible for the indemnity to Participate in the defense at the latter’s expense. Promptly upon the indemnifying Party’s request, the Party eligible for the indemnity will provide all reasonable assistance in the defense of such claims at the indemnifying Party’s expense.
9. Limitation of Liability. The Parties agree that there will be no award of indirect, exemplary, incidental, or consequential damages including loss of profits except for damages arising out of the following: (i) a breach of a Party’s confidentiality obligations; (ii) a Party’s misuse or misappropriation of the other Party’s proprietary systems (software of otherwise); or (iii) damages arising out of any claims for indemnification for third Party claims. The sole and exclusive remedy of CLIENT and STRAIGHTARROW for any claim, loss or damages in any way related to, or arising out of, this Agreement or any services provided or anticipated to be provided shall be limited to such Party’s actual and direct damages. Provided that the aggregate amount of all such actual and direct damages that arise out of, or related to, any and all events and occurrences shall not, under any circumstance, exceed the total value of this Agreement. The limitations expressed in the immediately preceding sentence shall not apply to or limit CLIENT’s liability for any claims for payment of the full amount of invoices that might be due to STRAIGHTARROW in accordance with the Agreement. Further, the limitations expressed in the immediately preceding sentence shall not preclude either Party from seeking injunctive relief, except for a claim for indemnification.

Confidentiality

1. 1. Confidential Information. Both Parties agree that all information furnished to it by the other Party which is identified as being proprietary or confidential, or which the receiving Party knows or has reason to know, is confidential, a trade secret or proprietary information (“Confidential Information”) may not be directly or indirectly disseminated to any third Party without the prior written consent of the disclosing Party.
  2. Disclosures. The Party receiving the Confidential Information may disclose the same to its employees and subcontractors that have a need to know because of their involvement in this Agreement and have agreed to maintain the confidential nature of the information. Each Party may share Confidential Information with its auditors and financial institutions provided the auditors and financial institutions have agreed to maintain the confidential nature of the Confidential Information subject to reasonable disclosures required by law.
  3. Both Parties acknowledge that the Confidential Information of the other Party is a valuable asset of the disclosing Party, that any unauthorized disclosure or use thereof may cause irreparable harm and loss, that monetary damages may not be sufficient to compensate, and that injunctive relief is an appropriate remedy to prevent actual or threatened unauthorized use or disclosure of Confidential Information. Without limiting the foregoing, the terms and conditions of this Agreement are Confidential Information.
  4. The confidentiality and non-disclosure obligations set forth herein do not apply to any portion of the Confidential Information that: (a) is or becomes public knowledge through no fault of the receiving Party; (b) is disclosed to the receiving Party without a restriction on disclosure by a third Party that has the lawful right to disclose the same; (c) was already known to the receiving Party at the time of disclosure as evidenced by written documents; (d) is independently developed by the receiving Party without reference to or use of any Confidential Information received from the disclosing Party or (e) is required to be disclosed by the receiving Party pursuant to a lawful and formal request of a governmental or regulatory authority (so long as the receiving Party promptly provides the disclosing Party with prior written notice of such governmental or regulatory request and a reasonable opportunity under the circumstances to contest such request).
  5. Neither Party shall use any confidential information belonging to a third Party in furtherance of their obligations hereunder, unless otherwise authorized by that third Party.
  6. Destruction of evidence bearing Confidential Information. At the disclosing Party’s request, the non-disclosing Party shall either return to the disclosing Party or, if requested, destroy any copies of Confidential Information upon the termination or expiration of this Agreement. If CLIENT requests that such material be destroyed, STRAIGHTARROW shall provide confirmation that such request has been carried out.
  7. Prior Consent. Each Party must pre-approve and control the dissemination of any public announcement, press release or other publicity arising from or in connection with this Agreement including, but not limited to: (a) the existence and financial terms of this Agreement; (b) any contractual awards that may occur as a result of this Agreement; and (c) any Service Information.

Data Privacy and Protection Policy – Any products or services offered by STRAIGHTARROW that collects, uses, maintains or discloses information from CLIENT is governed by STRAIGHTARROW’s privacy policy.

Intellectual Property. It is understood that the services and CLIENT tools provided by CLIENT to STRAIGHTARROW hereunder contain certain confidential and proprietary information of CLIENT. This Agreement is not intended to effectuate the transfer of any intellectual property rights of CLIENT to STRAIGHTARROW other than the rights necessary to allow STRAIGHTARROW to perform the services hereunder.

1. 1. All STRAIGHTARROW’s work output (such as databases, software, tools, methodologies, know-how, techniques, any enhancement and derivatives thereof, and any knowledge bases, knowledge and other learning, and the STRAIGHTARROW materials that are developed by STRAIGHTARROW or used for CLIENT’s benefit in connection with providing the services) (“Creative Process”), will be the sole and exclusive property of STRAIGHTARROW. However, CLIENT’s confidential or proprietary information which was provided to STRAIGHTARROW in the conduct of its services, along with digital assets and related licenses purchased on behalf of the CLIENT, and any other creative material delivered to CLIENT as a result of the creative process (“Creative Output”) shall remain the exclusive property of CLIENT.
  2. Still, the following end user information (other than any Creative Process contained therein) shall belong exclusively to CLIENT, whether or not fixed in a tangible medium of expression: all CLIENT reports, records of communications, and Job Order tracking. If CLIENT requires any Particular software (which it does not already have) in order to access or view such CLIENT information provided by STRAIGHTARROW, then STRAIGHTARROW shall provide CLIENT with a license to such software. The cost of such software shall be for the exclusive account of CLIENT.
2. Force Majeure. In the event of occurrence of force majeure, which shall include, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, failures of third Party vendors, power failures, earthquakes, floods or other natural disasters, STRAIGHTARROW shall be excused from performance of services, to the extent that such non-performance is a result of force majeure or causes beyond STRAIGHTARROW’s control and/or that of its employees. Notwithstanding the foregoing, in the event of a non-performance of STRAIGHTARROW or its employees, STRAIGHTARROW shall take immediate action to replace such employee and resume performance under this Agreement. In the event of delays for sixty (60) days or more, either Party may terminate this Agreement by giving written notice thereof to the other Party.
3. Relationship. Except as noted herein, no employee, agent or representative of either Party will have the authority to bind the other Party to any representation, oral or written, or any warranty concerning the services or the performance of the services. Both Parties acknowledge and agree that the relationship between them is that of a principal and service-provider. Nothing herein shall be construed to constitute the Parties as employer-employee, Partners, joint-venturers, co-owners or Participants in a joint or common undertaking. Neither of the Parties, or any of their respective employees or agents, shall have any right or authority to act for, or create any obligation, express or implied, on behalf of the other, unless otherwise expressly provided in this Agreement.

Applicable Laws & Dispute Resolution

1. 1. Choice of Law. This Agreement shall be governed by and construed for all purposes in accordance with the laws of the Republic of the Philippines.
  2. Dispute Resolution. The Parties hereto agree to carry out this Agreement in a fair and cooperative spirit for their mutual benefit. If there is a dispute between the Parties concerning the terms of this Agreement or the performance of the Parties’ respective obligations under this Agreement, and the Parties are unable to resolve it between themselves within thirty (30) working days after any such dispute shall have arisen, then the dispute or conflict shall be submitted to arbitration in accordance with applicable arbitration rules of the Philippine Dispute Resolution Center, Inc. (PDRCI). Any judgment on the award rendered by the arbitrator shall be binding upon the Parties.
  3. Venue and Arbitrators. There shall be three (3) arbitrators (the “Arbitrators”), all lawyers with experience in contract and corporation law. The PDRCI shall appoint all three (3) Arbitrators; provided, that STRAIGHTARROW shall each have a one-time right to disapprove one (1) of the appointees by sending written notice to PDRCI within five (5) days from receipt of the appointment of the Arbitrators. PDRCI shall immediately replace any appointee disapproved by each of the Parties as provided in this Section.
  4. The language of the arbitration shall be English.
  5. Finality of the Award. The Arbitration Award shall be final and conclusive, and the Parties stipulate that legal and/or equitable judgment may be entered upon in any jurisdiction (Philippines or elsewhere) in accordance with all applicable laws. The costs related to the arbitration as well as the Arbitrators´ fees shall be borne by the Parties in equal proportion unless the Arbitrators decide otherwise. Each Party will bear the fees of their own attorneys, advisors or consultants; but this shall not preclude the obligation of the losing Party to pay all costs including any and all legal fees due to legal counselors, attorneys and barristers, as may be ordered by the Arbitrators.

Miscellaneous Provisions

1. Cumulative Rights . Any right or remedy conferred by this Agreement upon either Party shall not be exclusive of any other right or remedy of such Party, whether under this Agreement or provided or permitted to such Party at law or in equity, but each right or remedy shall be cumulative of every other right or remedy available to such Party.
2. No Waiver. The failure of either Party to insist upon the strict performance of any of the terms and conditions of this Agreement shall not be construed as a waiver thereof or of any other terms and conditions of this Agreement, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.
3. Binding Effect. Except as otherwise expressly provided, this Agreement shall insure to the benefit of and be binding upon each Party hereto, and their respective successors and assigns.
4. Amendment or Modification of the Agreement. This Agreement (including the Schedules attached hereto) contains the entire agreement between CLIENT and STRAIGHTARROW with respect to the services described herein and supersedes and cancels all previous and contemporaneous written and oral agreements and communications relating to the subject matter of this Agreement. This Agreement may be amended only by written instrument duly executed by both Parties.
5. Separability Clause. In the event that any one or more of the provisions of this Agreement are declared invalid, illegal, or unenforceable, such provision/s shall be deemed stricken out, and the invalidity, illegality, or unenforceability of those provision/s shall not affect the rest of the Agreement, which shall remain in full force and effect.
6. Non-Assignment. This Agreement shall not be assigned by either Party to a third Party without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Any such attempted assignment lacking consent shall be null and void. In the event that such third Party is a direct competitor of STRAIGHTARROW, then STRAIGHTARROW shall be entitled to terminate this Agreement upon sixty (60) days notice.
7. CounterParts. This Agreement may be executed in any number of counterParts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
8. Survival. Those provisions which by their nature are intended to survive termination of this Agreement shall survive the termination of this Agreement.