Terms and Conditions of Service

FACILITY CUSTOMER TERMS & CONDITIONS
Last Updated: June 1, 2021

Coworks, Inc. (“Company”) provides a web-based and mobile application platform (the “Service”) for coworking spaces and multi-use facilities (each a “Facility”) to manage their facilities, and for members, visitors, and guests of the Facility (collectively, “Members”) to interact with the Facility and make use of resources and service offerings available from the Facility. The following Terms and Conditions (“Agreement”) apply to all Facilities who use the Service, including their respective Representatives. The use of any other tools, websites, or services made available by the Company shall be subject to the terms and conditions associated with any such tools, websites, or services, as applicable.

By using the Service, you represent and warrant that: (1) you have the legal capacity to enter into this Agreement; (2) you agree to comply with this Agreement; (3) you are not a minor in the jurisdiction in which you reside; (4) if you use the Service as a Representative (as defined below) on behalf of an educational institution or other legal entity, you have the authority to act on behalf of such entity; (5) except for technical integrations approved by Coworks, you will not access the Service through automated or nonhuman means, whether through a bot, script, or otherwise; (6) you will not use the Service for any illegal or unauthorized purpose; and (6) your use of the Service will not violate any applicable law or regulation or other agreement to which you are bound.

The information provided on the Platform or otherwise through the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, any Facility or Representative who chooses to access the Service from other locations does so on their own initiative and is solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Each Facility must sign a Service Order to sign up for the Service. This Agreement does not have to be signed in order to be binding. You indicate your agreement and consent to the terms by signing a Service Order and using the Service.

1. Service Overview; Definitions.

1.1 Key Definitions.
Account means a unique account for a Facility’s access to and use of the Platform.
Platform means the web application platform owned and operated by Company which allows Facilities to manage their facilities and interact with Members, among other functions and features.
Representative means Facility’s employees, consultants, contractors, and agents who are authorized by Facility to use the Platform pursuant to this Agreement.
Service means the Platform, Technology, and all other services, tools, and features provided by Company and accessed and used by Facility and Facility’s Representatives in connection with this Agreement.
Technology means the Platform and all services, products, computer programs, underlying technical structure, software (source code and object code), algorithms, applications, equipment, notes, designs, discoveries, ideas, know-how, features, techniques, processes, systems, know-how, trade secrets, inventions, graphics, videos, data, documentation, content, information, or other materials created, developed, and/or otherwise obtained or acquired by or on behalf of Company in connection with the Service, Platform or otherwise, and all intellectual property rights related to the foregoing. Technology does not include Third Party Content (as defined below).
Facility means the individual or entity for which an Account is provided and used.
Facility Data means all information, data, materials, and content provided by Facility and/or uploaded to the Platform by a Representative on Facility’s behalf, including without limitation, information related to facility rooms, reservations, Members, services, policies, and operations.

2. Ownership and Use of the Service

2.1 Company Intellectual Property. Company owns and expressly retains all right, title, and interest in and to: (a) the Service, including the Platform and Technology; (b) all Company graphics, logos, service marks, trade names, trademarks, and copyrights (in each case, whether registered or unregistered); (c) all improvements, developments, enhancements, modifications, and derivative works related to any of the foregoing; and (d) all intellectual property rights related to any of the foregoing, or related to any other proprietary materials or information of Company. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise to Facility, any Representative, or any third party any intellectual property rights or other right, title, or interest in or to the Service, Technology, or any confidential information of Company.

2.2 Facility’s License to Use the Service. Subject to and conditioned on Facility’s payment of Fees and compliance with the terms and conditions of this Agreement, Company hereby grants Facility a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable, worldwide license to access and use the Service for Facility’s internal business purposes until
Facility’s subscription and this Agreement is terminated in accordance with Section 5. Company expressly reserves all other rights in and to the Service.

2.3 Facility Data. Facility owns and expressly retains all right, title, and interest in and to the Facility Data, including all associated intellectual property rights. Facility hereby grants Company a royalty-free, non-exclusive right and license to use, reproduce, perform, display, distribute, modify and create derivative works and improvements of the Facility Data in order to facilitate and provide the Service under this Agreement and for the Company’s internal business purposes. Facility expressly reserves all other rights in and to the Facility Data. Facility is solely responsible to ensure that all Facility Data that Facility or any of its Representatives creates, uploads, discloses, or otherwise uses in connection with the Service is authorized for use in connection with the Service; is not used in violation of any intellectual property rights of others or agreements between Facility and any third party; and complies with all applicable laws and regulations. Accordingly, Facility represents and warrants that: (i) Facility is the sole and exclusive owner of all Facility Data that Facility or any of its Representatives uploads or otherwise uses in connection with the Service, or Facility has all rights, licenses, consents and releases that are necessary for use of such Facility Data in connection with the Service as contemplated under this Agreement; and (ii) the Company’s use of Facility Data (or any portion thereof) as contemplated under this Agreement will not infringe, misappropriate or violate a third party’s rights of any kind, or result in the violation of any other applicable law, regulation, or third-party agreement to which Facility is bound. Facility acknowledges and agrees that Company shall not be responsible to Facility or any third party for any claims, liabilities, or damages arising from the Facility’s operations, use of the Service, or the actual or alleged infringement or violation of intellectual property rights, third-party agreements, laws, or regulations by any Facility or Representative in connection with the Service.

2.4 Third Party Content. In using the Service, Facility may have access to content, materials, or tools that are obtained or derived from third party sources outside of Company (“Third Party Content”). For example, the Company allows Facilities to charge Members for membership fees using an integration with Stripe. The Company may implement additional third party payment processors in the future. The applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Content. Company does not have, and does not claim to have, any ownership rights to any Third Party Content. Company makes no representations regarding, and disclaims all liabilities arising from or relating to, the ownership, license rights, reliability, accuracy, or completeness of any Third Party Content.

2.5 Usage Data. Company may collect and analyze data and other information relating to the provision, use and performance of the Service and related systems and technologies (“Usage Data”), and Company will retain full ownership of all such Usage Data. By way of example and without limitation, Company will be free (both while this Agreement is in effect and and after termination of this Agreement) to (1) use any Usage Data to improve and enhance the Service, and for other development, diagnostic, and corrective purposes in connection with the
Service and other Company offerings; and (2) disclose Usage Data in de-identified form in connection with its business. Facility hereby consents to Company’s use of Usage Data, including to the extent any such Usage Data is derived from Facility’s use of or interaction with the Service. No rights or licenses are granted except as expressly set forth in this Agreement.

2.6 Feedback. Any comments, suggestions, input, or other submissions that Facility or any Representative provides to Company regarding the Service (collectively, “Feedback”) shall become the sole and exclusive property of Company. Company shall be free to use, reproduce, and exploit any Feedback it receives without restriction or obligation of any kind to Facility or any Representative. Facility, on behalf of itself and its Representatives, to the maximum extent permitted by law, hereby waives all moral rights to any such Feedback. Facility agrees there shall be no recourse against Company for any alleged or actual infringement or misappropriation of any proprietary right in any Feedback.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Use Restrictions. Facility and its Representatives shall not use the Service for any purposes beyond the scope of the access granted in this Agreement. Facility shall not at any time, directly or indirectly, and shall not permit any Representative to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover any protected or restricted Technology; (ii) use the Service or Technology to redistribute any data in a manner that is optimized in a machine-readable format (except to the extent expressly permitted by Company or authorized within the Service); (iii) use the Service or Technology to create, develop, or commercialize derivative works and/or services that are directly competitive with or substantially similar to the Service or any component of the Service; (iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, or transfer the Service or Technology to an unauthorized third party, or use the Service or any Technology for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels; (vi) use the Service or Technology in any manner that would infringe upon or violate the intellectual property or any other rights of a third party; or (vii) use the Service or Technology for any unlawful purpose or in any manner that would violate any applicable law or regulation.

3.2 Compliance with Laws; Export Control. The Service, Technology, or other materials or information provided in connection with the Service may be subject to export control laws and regulations of the United States and/or other relevant jurisdictions. Facility shall not, directly or indirectly, export, re-export, or release any data, information, software programs, or materials related to or resulting from the Service, to or from any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Facility shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings related to the foregoing. Facility and Representatives are permitted to access the Service without regard to geographic location, and Facility shall be responsible to comply with all applicable laws, rules, and regulations related to the transfer of the Service, or other information or materials obtained
or derived from the Service across different devices and/or geographic locations by any of its employees or agents.

3.3 Facility Equipment. Facility shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service or Technology, including, without limitation, tablets, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Facility shall also be responsible for maintaining the security of the Equipment, and for all uses of Facility’s Equipment with or without Facility’s knowledge or consent. Company may perform periodic backups of data. However, Facility is solely responsible for all Facility Data and information maintained in Facility’s Account. Facility agrees that Company shall have no liability to Facility for any loss or corruption of any Facility Data or other information in Facility’s Account. Facility hereby waives any right of action against Company arising from any such loss or corruption of such data.

3.4 Facility is Responsible for its Representatives. Facility is responsible and liable for all use of the Service and Technology resulting from access provided by Facility and/or a Representative, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Facility is responsible for all acts and omissions of Representatives, and for their compliance with this Agreement. Any act or omission by a Representative that would constitute a breach of this Agreement if taken by Facility will be deemed a breach of this Agreement by Facility.

3.5 Facility & Member Relations. The Service allows Facilities and Members to interact in various ways, including to engage in business transactions. The Company is not an affiliate or representative of, and does not act on behalf of, any Facility in any capacity. The Facility is solely responsible for any and all use of and access to its facilities, including without limitation, all corresponding rules, restrictions, policies, service offerings, membership details, and fees charged by the Facility. The Company is not, and shall not ever be, a party to any agreement, contract, or transaction between the Facility and any Member. The Facility is solely responsible to handle all disputes with Members.

3.6 Service Updates. Company may update the Service or Technology at any time to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use. Company will make reasonable efforts to ensure that any such updates do not materially reduce the level of performance, functionality, security or availability of the Service.

3.7 Service Maintenance & Support. Company shall use reasonable efforts consistent with industry standards to maintain the Service in a manner which minimizes errors and interruptions. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice of any scheduled Service disruption.

3.8 Temporary Service Suspensions. Notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Facility’s and/or any Representative’s access to any portion or all of the Service if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Technology; (B) Facility’s or any Representative’s use of the Service or Technology disrupts or poses a security risk to the Service or Technology; (C) Facility, or any Representative, is using the Service for fraudulent or illegal activities; (D) subject to applicable law, Facility has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Company’s provision of the Service to Facility is prohibited by applicable law; (ii) any vendor of Company has suspended or terminated Company’s access to or use of any third-party services or products required to enable Facility to access the Service; or (iii) Facility fails to pay Fees for more than thirty (30) days beyond the date Fees are due, whether in whole or in part, in accordance with this Agreement (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Company shall use reasonable efforts to provide written notice of any Service Suspension to Facility and to provide updates regarding resumption of access to the Service following any Service Suspension. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Facility may incur as a result of a Service Suspension.

4. FEES

4.1 Fees. The Fees will be set by Company, in its sole and complete discretion, and shall be as set forth on the applicable Service Order signed by Company and Facility. Facility agrees to pay all applicable Fees set forth on the Service Order, and as otherwise set forth by this Agreement. If Company changes the structure or amount of Fees to be charged for the Service, Company will make reasonable efforts to provide notice to existing Facilities of any changes that affect existing Facilities.

4.2 Billing & Account Information. Company will bill the Facility on a monthly or annual basis, depending on the Facility’s subscription and corresponding Fees. Facility agrees to provide current, complete, and accurate payment and account information to pay all Fees associated with Facility’s Account, and to promptly update Facility’s payment and account information, including email address, payment method, and payment card or account information as needed. Facility authorizes Company or Company’s third-party billing agent to charge Facility’s chosen payment provider for all Fees due in connection with Facility’s Account. If Facility’s Account is subject to recurring charges, then Facility also consents to the Company charging Facility’s payment method on a recurring basis without requiring Facility’s prior approval for each recurring charge, until Facility notifies the Company of cancellation. Company will not be liable for any insufficient funds or other charges incurred by Facility as a result of any attempts to charge and/or place holds on Facility’s credit card. Facility acknowledges and agrees that if Facility fails to pay the Fees when due, Facility’s Account may be suspended and/or Facility may be denied access to the Service.

4.3 Taxes. All Fees and other amounts payable by Facility under this Agreement are exclusive of taxes and similar assessments. Facility is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Facility under this Agreement, other than any taxes imposed on the Company’s income.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall continue in accordance with Facility’s subscription as set forth on the applicable Service Order, and shall continue until termination pursuant to this Section 5.

5.2 Termination by Company. This Agreement may be terminated by Company: (A) if Facility fails to pay any Fees when due, and such failure continues for at least ten (10) days beyond the applicable due date; (B) upon thirty (30) days notice to Facility (which may be provided via email) if Facility fails to perform any other obligation under this Agreement or otherwise breaches any terms of this Agreement; or (C) effective immediately if Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, or otherwise commences an action providing for relief under bankruptcy laws.

5.3 Effect of Termination. Facility’s Account(s) shall be suspended, and Facility shall no longer access the Platform following termination of this Agreement by either party for any reason. Upon termination, all rights and obligations of the parties under this Agreement shall terminate, except that: (a) all accrued Fees and payment obligations up to an including the last day on which the Service is provided to Facility shall survive such expiration or termination, if applicable; and (b) all terms of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, indemnification, warranty disclaimers, and limitations of liability. Notwithstanding (a) above, if Company terminates this Agreement pursuant to Section 5.2, all accrued Fees and payment obligations remaining under the then-current term set forth on the Service Order shall survive termination and be due and payable effective immediately.

6. INDEMNIFICATION. Facility agrees to indemnify and hold harmless company from any loss, damages, liabilities, settlements, or expenses (including attorney’s fees) in connection with any claim or demand made by any third party related to or arising out of or relating to: (i) breach of this Agreement by Facility or any Representative; (ii) use of the Service or Technology by Facility or any Representative; (iii) any Facility Data or Company’s use of any Facility Data as authorized under this Agreement; (iv) use of the Service or Technology in combination with any software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; or (v) any act or omission of negligence or willful misconduct by Facility or any Representative in connection with the Service or Technology. Company will indemnify and hold harmless Customer from any losses, damages, liabilities, or expenses incurred by Facility for any claim made by any third party arising out of: (I) any breach of the terms of this Agreement by Company, or (II) any act or omission of gross negligence by Company.

7. DISCLAIMER OF WARRANTIES.

THE SERVICE AND TECHNOLOGY ARE PROVIDED “AS IS” AND COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET FACILITY’’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICE, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. FACILITY ACKNOWLEDGES AND AGREES THAT FACILITY ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM FACILITY’S USE OF THE SERVICE OR ANY COMPONENT OF THE SERVICE.

8. LIMITATION OF LIABILITY

IN NO EVENT WILL COMPANY OR ANY OF ITS SUPPLIERS, OFFICERS, DIRECTORS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES BE RESPONSIBLE OR LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) COST OF REPLACEMENT GOODS OR SERVICE, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY EXCEED TWO (2) TIMES THE TOTAL AMOUNTS PAID TO COMPANY UNDER THIS AGREEMENT IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Electronic Communications and Transactions. Visiting the Service, sending the Company emails, and completing online forms constitute electronic communications. Facility consents to receive electronic communications, and Facility agree that all agreements, notices, disclosures, and other communications the Company provides electronically, via email and on the Service, satisfy any legal requirement that such communication be in writing. Facility HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY COMPANY OR VIA THE SERVICE. Facility hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

10. DISPUTE RESOLUTION

10.1 Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute“) brought by either Company or Facility (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

10.2 Binding Arbitration. If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT THIS PROVISION AFFECTS YOUR RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA“), which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. The arbitration will take place in Wake County, North Carolina. Except as otherwise provided herein, the parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Wake County, North Carolina, and the parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

10.3 Time Limitation. In no event shall any Dispute brought by either Party related in any way to the Site or Service be commenced more than (one) 1 year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

10.4 Restrictions. The parties agree that any arbitration shall be limited to the Dispute between the parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

10.5 Exceptions to Arbitration. The parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (1) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

11. MISCELLANEOUS
This Agreement, along with any other policies or operating rules posted by the Company on the Service or in connection with the Service, constitutes the entire agreement and understanding between Company and Facility. Company’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. Company shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond the Company’s reasonable control. If any provision or part of a provision of this Agreement is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from the rest of this Agreement, and shall not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between Company and Facility or any Representative as a result of this Agreement or use of the Service. Facility agrees that this Agreement will not be construed against the Company by virtue of the Company having drafted it. Facility hereby waives any and all defenses that Facility may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement. This Agreement and Facility’s use of the Service shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict of law principles.