Terms & Conditions
GRANT SLEUTH INCORPORATEDTERMS AND CONDITIONS
These Terms and Conditions Agreement (hereinafter “Agreement”) is made and entered by and between you, as a User (as defined below) and Grant Sleuth Incorporated and its subsidiaries and affiliates (collectively “Grant Sleuth”). This Agreement contains the terms and conditions that govern the use of Grant Sleuth’s services and consulting work (hereinafter “Services”) provided by Grant Sleuth to User.
This Agreement is applicable to all persons who use or access the Services, in their Company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services. If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement. By clicking the applicable button to indicate User’s acceptance of this Agreement, User agrees, effective as of the date of such action, to be bound by the Agreement.
Services Provided, Contingency Fees and Charges:
Grant Sleuth will provide User with consulting services and support to prepare, submit and receive grant(s) funds for User. Services provided by Grant Sleuth include, but are not limited to, application support, consultation and submission support and services. In addition, Grant Sleuth will provide additional consulting and support services including, but not limited to, industry specific and tailored questionnaire, grant packet procurement, application support and services for each individual grant, follow-up and service support throughout the process.
User agrees to pay to Grant Sleuth the applicable fee or fees of twenty-five percent (25%) of the total gross receipt of any and all grants and associated funding and for all grant monies obtained in consideration for the Services (collectively, the “Contingent Fee”). In all instances, the Contingent Fee will be calculated on the total gross recovery received by or credited to User with respect to the grant funding. IF THERE IS NO FUNDING, THERE IS NO CONTINGENT FEE. User agrees to the following: (a) User shall submit to Grant Sleuth a copy of all checks or notifications of all credits received on behalf of User with respect to any grant funding within forty-eight (48) hours of receipt by or on behalf of User, and in all cases before User deposits any such checks; (b) User will receive from Grant Sleuth an invoice for the Contingent Fee and shall pay such Contingent Fee to Grant Sleuth within three (3) business days after User’s receipt of such invoice without setoff, recoupment or adjustment of any kind or nature; (c) Any portion of the Contingent Fee not paid when due shall bear a late fee equal to the lower of (i) 1.5% per month (based on a 360-day calendar year) on such unpaid amount, and (ii) the maximum rate permitted by law, and (d) all payments under this Agreement shall be in United States dollars and made by electronic transfer of immediately available funds to an account designated by Grant Sleuth from time to time in writing. In the event that User is required to return grant funds for any reason whatsoever, User agrees that no portion of the Contingent Fee will be refundable.
Privacy and Confidentiality:Grant Sleuth, Inc. reserves the right to send electronic mail to any and all Users, for the purpose of informing them of changes or additions to Grant Sleuth Services being provided. Your information will not be provided to third-party vendors.
Except as required by applicable law, User shall not disclose (or permit any third party to disclose) the financial or other terms of this Agreement or any other confidential or proprietary information that is exchanged as a result of this Agreement, with the exception only to User’s attorneys, accountants or employees that have a need to know such information to negotiate or carry out the provisions of this Agreement. Furthermore, User shall not make, and shall not permit any of its attorneys, accountants, employees or representatives to make, any false public statement or representation expressing a negative opinion or view of Grant Sleuth, other than the inclusion of statements in (to the extent relevant to any claim or defense contained in) a pleading filed with a judge in connection with a legal proceeding between the parties to enforce or judicially construe this Agreement. Grant Sleuth may transmit User’s confidential information to third parties to facilitate Grant Sleuth’s performance of the Services.
Software Licenses: User shall have no right to, and no license is hereby granted to User by Grant Sleuth for the proprietary software and related documentation if any, or any enhancements or modifications thereto, if any, provided to Users. Users may not copy, distribute, modify, reverse engineer, or create derivative works from Grant Sleuthinc.com software. Limitation of Liability: Under no circumstances, including but not limited to, negligence, shall Grant Sleuth or its subsidiaries and affiliates, or their directors, officers, or employees, be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of, or the inability to use, the Grant Sleuth Services or any reliance thereupon.
The Services provided by Grant Sleuth Inc. are confined to researching and procuring grant money for Grant Sleuth Inc. disclaims, and hereby expressly waives, all express warranties, all other warranties, duties and obligations implied in law, including warranties of merchantability and fitness for a particular purpose. No statements in this Agreement or in any other document shall be read to be an express warranty nor create a warranty, duty or obligation implied in law, including, without limitation, warranties of merchantability and fitness for a particular purpose.
Grant Sleuth Inc. does not warrant that the Services will meet all of the Clients requirements or that Services will be error free. Grant Sleuth Inc. shall not be liable to the client or any of its affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of the Services, unless such loss, liability, damage or expense shall be proven to result directly from the willful misconduct of Grant Sleuth Inc. In no event will Grant Sleuth Inc. be liable to the client for special, indirect, punitive or consequential damages, including, without limitation, loss of profits or lost business, even if Grant Sleuth Inc. has been advised of the possibility of such damages. Under no circumstances will the liability of Grant Sleuth Inc. exceed, in the aggregate, the fees actually paid to Grant Sleuth Inc. hereunder.
Standard of Care:
In the performance of professional Services, Grant Sleuth Inc. will use that level of care and skill ordinarily exercised by similar reputable members of profession currently practicing in the same locality under similar conditions. No other representation, guarantee or warranty, express or implied, is included or intended in this agreement or in any communication (oral or written) report, opinion, document or instrument of service.
Acceptance: Users, by his/her/their access to and/or use of Grant Sleuth and its Services hereby acknowledges his/her/their acceptance to the above-stated Terms of Service and agrees to be bound hereby. Disclaimers: Grant Sleuth does not guarantee the award of any grant(s) in any amount, the completeness, accuracy, relevance, or timeliness of the information provided to User. It is the User’s responsibility to contact the potential funding source, view the URL, and review the RFP's (timelines and information pertaining to the funding opportunity). Grant Sleuth may provide User links to information on other websites. We provide these links solely to help Users find additional information that may be useful. Once you leave the Grant Sleuthinc.com website, you will be subject to the privacy and security policies of the owners/sponsors of the outside website.Term and Termination:The term of this Agreement will begin upon User’s acceptance and execution of this Agreement. User may terminate this Agreement by providing written notice at least thirty (30) days. Grant Sleuth is entitled to terminate this Agreement at any time by providing thirty (30) day written notice from Grant Sleuth to User.Representations, Warranties and Indemnity:User represents and warrants that: (a) User has the full right, power and authority to enter into and fully perform this Agreement and will comply with the terms of this Agreement; (b) User has obtained all rights that are necessary for the exercise the rights granted under this Agreement; (c) User has provided accurate, truthful and complete information to Grant Sleuth in furtherance of the Services being provided to User and (d) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content nor its sale or distribution as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or violate any laws or regulations of any jurisdiction.To the fullest extent permitted by applicable law, User will indemnify, defend and hold Grant Sleuth, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys' fees) that arises from any breach of Grant Sleuth’s representations, warranties or obligations as set forth in this Agreement. Choice of Law, Jurisdiction and Waiver of Jury Trial:These Terms and Conditions and Agreement shall be governed by the laws of the State of Arizona. Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Grant Sleuth has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User and Grant Sleuth, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in Phoenix, Arizona or any other location that is mutually agreed upon by User and Grant Sleuth. A single arbitrator will be mutually selected by Grant Sleuth and User and shall be (i) a practicing attorney licensed to practice law in Arizona or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in business and commercial law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Grant Sleuth and User cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon User and Grant Sleuth. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Grant Sleuth may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of Maricopa, State of Arizona, for any monetary amounts that User owes to Grant Sleuth (each, an “Action”). User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Grant Sleuth in such courts.User and Grant Sleuth agree and acknowledge that this Agreement evidences a transaction potentially involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GRANT SLEUTH ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.Miscellaneous:This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement pertains to services provided by Grant Sleuth Inc. Following the procurement of grant funding, any and all obligations of the Grantee, including but not limited to all fiscal filings with the grantor, remain the sole responsibility of the Grantee and not Grant Sleuth Inc.
This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. In any action or proceeding between User and Grant Sleuth arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. User agrees that the representations, warranties and statements made by User are hereby incorporated into this Agreement by reference and made a part hereof.
If any term of this Agreement is to any extent invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms shall remain in full force and effect and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. No waiver by any party hereto of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party hereto shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. 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. User may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Grant Sleuth. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.
These Terms and Conditions Agreement (hereinafter “Agreement”) is made and entered by and between you, as a User (as defined below) and Grant Sleuth Incorporated and its subsidiaries and affiliates (collectively “Grant Sleuth”). This Agreement contains the terms and conditions that govern the use of Grant Sleuth’s services and consulting work (hereinafter “Services”) provided by Grant Sleuth to User.
This Agreement is applicable to all persons who use or access the Services, in their Company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services. If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement. By clicking the applicable button to indicate User’s acceptance of this Agreement, User agrees, effective as of the date of such action, to be bound by the Agreement.
Services Provided, Contingency Fees and Charges:
Grant Sleuth will provide User with consulting services and support to prepare, submit and receive grant(s) funds for User. Services provided by Grant Sleuth include, but are not limited to, application support, consultation and submission support and services. In addition, Grant Sleuth will provide additional consulting and support services including, but not limited to, industry specific and tailored questionnaire, grant packet procurement, application support and services for each individual grant, follow-up and service support throughout the process.
User agrees to pay to Grant Sleuth the applicable fee or fees of twenty-five percent (25%) of the total gross receipt of any and all grants and associated funding and for all grant monies obtained in consideration for the Services (collectively, the “Contingent Fee”). In all instances, the Contingent Fee will be calculated on the total gross recovery received by or credited to User with respect to the grant funding. IF THERE IS NO FUNDING, THERE IS NO CONTINGENT FEE. User agrees to the following: (a) User shall submit to Grant Sleuth a copy of all checks or notifications of all credits received on behalf of User with respect to any grant funding within forty-eight (48) hours of receipt by or on behalf of User, and in all cases before User deposits any such checks; (b) User will receive from Grant Sleuth an invoice for the Contingent Fee and shall pay such Contingent Fee to Grant Sleuth within three (3) business days after User’s receipt of such invoice without setoff, recoupment or adjustment of any kind or nature; (c) Any portion of the Contingent Fee not paid when due shall bear a late fee equal to the lower of (i) 1.5% per month (based on a 360-day calendar year) on such unpaid amount, and (ii) the maximum rate permitted by law, and (d) all payments under this Agreement shall be in United States dollars and made by electronic transfer of immediately available funds to an account designated by Grant Sleuth from time to time in writing. In the event that User is required to return grant funds for any reason whatsoever, User agrees that no portion of the Contingent Fee will be refundable.
Privacy and Confidentiality:Grant Sleuth, Inc. reserves the right to send electronic mail to any and all Users, for the purpose of informing them of changes or additions to Grant Sleuth Services being provided. Your information will not be provided to third-party vendors.
Except as required by applicable law, User shall not disclose (or permit any third party to disclose) the financial or other terms of this Agreement or any other confidential or proprietary information that is exchanged as a result of this Agreement, with the exception only to User’s attorneys, accountants or employees that have a need to know such information to negotiate or carry out the provisions of this Agreement. Furthermore, User shall not make, and shall not permit any of its attorneys, accountants, employees or representatives to make, any false public statement or representation expressing a negative opinion or view of Grant Sleuth, other than the inclusion of statements in (to the extent relevant to any claim or defense contained in) a pleading filed with a judge in connection with a legal proceeding between the parties to enforce or judicially construe this Agreement. Grant Sleuth may transmit User’s confidential information to third parties to facilitate Grant Sleuth’s performance of the Services.
Software Licenses: User shall have no right to, and no license is hereby granted to User by Grant Sleuth for the proprietary software and related documentation if any, or any enhancements or modifications thereto, if any, provided to Users. Users may not copy, distribute, modify, reverse engineer, or create derivative works from Grant Sleuthinc.com software. Limitation of Liability: Under no circumstances, including but not limited to, negligence, shall Grant Sleuth or its subsidiaries and affiliates, or their directors, officers, or employees, be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of, or the inability to use, the Grant Sleuth Services or any reliance thereupon.
The Services provided by Grant Sleuth Inc. are confined to researching and procuring grant money for Grant Sleuth Inc. disclaims, and hereby expressly waives, all express warranties, all other warranties, duties and obligations implied in law, including warranties of merchantability and fitness for a particular purpose. No statements in this Agreement or in any other document shall be read to be an express warranty nor create a warranty, duty or obligation implied in law, including, without limitation, warranties of merchantability and fitness for a particular purpose.
Grant Sleuth Inc. does not warrant that the Services will meet all of the Clients requirements or that Services will be error free. Grant Sleuth Inc. shall not be liable to the client or any of its affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of the Services, unless such loss, liability, damage or expense shall be proven to result directly from the willful misconduct of Grant Sleuth Inc. In no event will Grant Sleuth Inc. be liable to the client for special, indirect, punitive or consequential damages, including, without limitation, loss of profits or lost business, even if Grant Sleuth Inc. has been advised of the possibility of such damages. Under no circumstances will the liability of Grant Sleuth Inc. exceed, in the aggregate, the fees actually paid to Grant Sleuth Inc. hereunder.
Standard of Care:
In the performance of professional Services, Grant Sleuth Inc. will use that level of care and skill ordinarily exercised by similar reputable members of profession currently practicing in the same locality under similar conditions. No other representation, guarantee or warranty, express or implied, is included or intended in this agreement or in any communication (oral or written) report, opinion, document or instrument of service.
Acceptance: Users, by his/her/their access to and/or use of Grant Sleuth and its Services hereby acknowledges his/her/their acceptance to the above-stated Terms of Service and agrees to be bound hereby. Disclaimers: Grant Sleuth does not guarantee the award of any grant(s) in any amount, the completeness, accuracy, relevance, or timeliness of the information provided to User. It is the User’s responsibility to contact the potential funding source, view the URL, and review the RFP's (timelines and information pertaining to the funding opportunity). Grant Sleuth may provide User links to information on other websites. We provide these links solely to help Users find additional information that may be useful. Once you leave the Grant Sleuthinc.com website, you will be subject to the privacy and security policies of the owners/sponsors of the outside website.Term and Termination:The term of this Agreement will begin upon User’s acceptance and execution of this Agreement. User may terminate this Agreement by providing written notice at least thirty (30) days. Grant Sleuth is entitled to terminate this Agreement at any time by providing thirty (30) day written notice from Grant Sleuth to User.Representations, Warranties and Indemnity:User represents and warrants that: (a) User has the full right, power and authority to enter into and fully perform this Agreement and will comply with the terms of this Agreement; (b) User has obtained all rights that are necessary for the exercise the rights granted under this Agreement; (c) User has provided accurate, truthful and complete information to Grant Sleuth in furtherance of the Services being provided to User and (d) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content nor its sale or distribution as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or violate any laws or regulations of any jurisdiction.To the fullest extent permitted by applicable law, User will indemnify, defend and hold Grant Sleuth, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys' fees) that arises from any breach of Grant Sleuth’s representations, warranties or obligations as set forth in this Agreement. Choice of Law, Jurisdiction and Waiver of Jury Trial:These Terms and Conditions and Agreement shall be governed by the laws of the State of Arizona. Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Grant Sleuth has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User and Grant Sleuth, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in Phoenix, Arizona or any other location that is mutually agreed upon by User and Grant Sleuth. A single arbitrator will be mutually selected by Grant Sleuth and User and shall be (i) a practicing attorney licensed to practice law in Arizona or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in business and commercial law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Grant Sleuth and User cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon User and Grant Sleuth. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Grant Sleuth may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of Maricopa, State of Arizona, for any monetary amounts that User owes to Grant Sleuth (each, an “Action”). User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Grant Sleuth in such courts.User and Grant Sleuth agree and acknowledge that this Agreement evidences a transaction potentially involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND GRANT SLEUTH ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.Miscellaneous:This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement pertains to services provided by Grant Sleuth Inc. Following the procurement of grant funding, any and all obligations of the Grantee, including but not limited to all fiscal filings with the grantor, remain the sole responsibility of the Grantee and not Grant Sleuth Inc.
This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. In any action or proceeding between User and Grant Sleuth arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. User agrees that the representations, warranties and statements made by User are hereby incorporated into this Agreement by reference and made a part hereof.
If any term of this Agreement is to any extent invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms shall remain in full force and effect and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. No waiver by any party hereto of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party hereto shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. 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. User may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Grant Sleuth. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.