This Terms and Conditions document forms a part of the Online Enrollment Form to which it is linked and sets forth terms and conditions relating to the provision and use of the Dominion Dealer Solutions products and services ordered through the Online Enrollment Form ("Order Form") and any addendum thereto (the Order Form, any addendum thereto and this Terms and Conditions document collectively constitute the “Agreement”). Any capitalized terms that are not defined in these Terms and Conditions shall have the meanings given those terms under the Order Form (without limiting the foregoing, “Dominion” means collectively Dominion Dealer Solutions, LLC and its applicable affiliates that provide the Dominion Dealer Solutions products and services). The Client, as identified in the Order Form, represents that it has read these Terms and Conditions and agrees to be bound by them.

1. SERVICES

1. During the Term (defined below), Dominion shall provide the version of PRIME described in the Order Form on and subject to the terms and conditions set forth in this Agreement, including any maintenance and/or support of any software and/or applications associated therewith (collectively, “Software”).
    
2. During the Term, Dominion hereby grants Client in connection with the operation of a single-rooftop Honda or Acura dealership a non-exclusive, non-transferable, revocable, limited license to have its authorized users (as specified in the Order Form) access and use PRIME and the related Dominion Proprietary Materials (defined below). Any rights not expressly granted herein are deemed withheld. Except as expressly permitted in this Section 1(b), Client may not use, reproduce, transfer, share, sublicense or transmit any Dominion Proprietary Materials in any form or by any means without the prior written consent of Dominion, and, without limiting the foregoing, Client is expressly prohibited from reselling, loaning or otherwise sharing any Dominion Proprietary Materials or divulging any related Confidential Information (defined below). Client further shall not directly or indirectly, and shall not permit or authorize a third party to, modify, translate, transform, decompile, reverse engineer, disassemble, or otherwise determine or attempt to determine source code from any Dominion Proprietary Materials.
    

2. FEES

1. Client shall pay Dominion all fees designated in the Order Form in connection with its use of PRIME, as the same may be hereafter modified, (collectively, the “Fees”). Dominion will invoice Client for all Fees on a periodic basis (which will be monthly in most cases), and all invoices are due upon receipt.
    
2. Any invoice that remains unpaid thirty (30) days after the original invoice date shall be subject to interest on any outstanding balance at a rate equal to the lesser of (a) 1.5% per month, or (b) the maximum rate permitted by applicable law. If any outstanding Fees remain unpaid for thirty (30) (or more) days from the original invoice date, Dominion may, without limiting any of its rights and remedies, suspend the provision of PRIME.
    
3. All Fees are exclusive of federal, state and local excise, sales, use and other taxes now or hereafter levied or imposed for the provision of PRIME, and Client shall be solely liable for and shall pay all such taxes (except for any such taxes based on the net income of Dominion), regardless of whether included on any invoice.
    
4. Client acknowledges and agrees that (i) in order to utilize PRIME, certain capabilities are required of Client’s computing and telecommunications equipment (both hardware and software), (ii) Client is obligated to procure and install for its use, at its own expense, all equipment and infrastructure (including wiring) that is necessary to access and otherwise receive the benefit of PRIME, and (iii) Dominion shall not be responsible or liable if for any reason Client’s telecommunications and computing equipment is incompatible with or otherwise insufficient for Client to utilize PRIME.
    
5. To the extent that Dominion provides Ordered Products/Services relating to Client’s Dealer Management System (“DMS”) or the information managed by Client’s DMS, Client hereby authorizes Dominion to install and activate (or have installed and activated on Dominion’s behalf) on Client’s DMS appropriate data extraction software and to utilize (or have utilized on Dominion’s behalf) such software to remotely extract inventory data, parts data, service and sales data and/or other data stored within such DMS (collectively, “System Data”) for use by Dominion. Dominion’s use of the System Data shall be subject to the terms set forth in Section 5 below.
    
6. Client further acknowledges and agrees that (i) Dominion, in its discretion, may track, analyze and/or create reports related to activity and/or results obtained in connection with Client’s use of PRIME (including, without limitation, information from consumer actions or responses) (collectively, “Results Reports”), (ii) in furtherance thereof, Dominion may install certain tracking pixels or other similar tools on the Client Websites and the Client Content (defined below) included therein (including photos) and use those pixels and tools to collect information relating to such use of PRIME, which information may be used by Dominion to, among other things, create, market and sell products and services, and (iii) Client is responsible for ensuring that its applicable customers consent to Dominion’s collection, use and distribution of the foregoing information.
    

3. COMPLIANCE

1. Client represents, warrants and covenants that it is complying, and shall comply, with all federal, state and local laws, rules, regulations and ordinances applicable to this Agreement and its use of PRIME, including to the extent applicable, but not necessarily limited to, the requirements of the Graham-Leach-Bliley Act (15 U.S.C. §§ 6801 et seq.) (the “GLB Act”), the Telemarketing and Consumer Fraud and Abuse Prevention Act (15 USC § 6101 et seq.), the Telephone Consumer Protection Act of 1991 (47 USC § 227), the Telemarketing Sales Rule (16 CFR Part 310), the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), and the Fair Debt Collection Practices Act (15 USC § 1601 et seq.), in each case as amended from time to time and including the accompanying federal regulations related thereto, any other applicable federal or state requirements regarding the use of PRIME. Client further warrants and covenants that it shall comply with all policies and procedures in respect of the use of PRIME that Dominion may provide to Client and similarly situated customers from time to time on an across-the-board basis, including, without limitation, policies and procedures that Dominion requests Client to include in its website privacy policy and customer order forms.
    
2. Client and Dominion acknowledge that Client may be a “Financial Institution” as that term is defined in the GLB Act and therefore may be subject to the GLB Act’s standards for safeguarding “Customer Information” (as that term is defined in the GLB Act). The parties further acknowledge that by virtue of PRIME provided pursuant to this Agreement, including its access and use rights with respect to System Data, Dominion may receive, maintain, process or otherwise have access to Customer Information and, therefore, may be deemed a “Service Provider” under the GLB Act. Accordingly, in addition to and not in limitation of their other respective obligations hereunder, (i) each party agrees that it will maintain information security programs and measures that are designed to ensure the security, confidentiality and integrity of Customer Information consistent with those set forth in the GLB Act, and (ii) notwithstanding the foregoing, such Customer Information may be used by Dominion in the manner contemplated by this Agreement, provided that Client shall ensure that the applicable customers have consented to the use and distribution of their Customer Information and have not withdrawn such consent.
    
3. Client represents and warrants to Dominion that (i) Client owns, or has valid license to, the System Data; (ii) the System Data does not violate any law or regulation or any right of any third party; (iii) the System Data may be transferred to Dominion (by Client or by American Honda Motor Co., Inc.) for Dominion’s use, storage, modification, redistribution, sublicense, and transfer in the manner contemplated by this Agreement; and (iv) to the extent Client collects Customer Information, (A) it has informed each of its customers about the types of Customer Information that Client collects and the categories of third parties that may obtain access to such information, (B) it has provided each customer an opportunity to “opt out” of having its Customer Information shared with third parties, and (C) it has not made any false or deceptive claims about the privacy or security of their Customer Information. Client acknowledges and agrees that (1) Client is solely responsible for ensuring that its use of PRIME hereunder complies with and otherwise satisfies all rules, requirements and standards imposed by American Honda Motor Co., Inc., and (2) Dominion shall not be liable or otherwise responsible for any inability to access or use PRIME, or for any fines levied upon and/or restrictions imposed on Client by American Honda Motor Co., Inc. due to Client’s failure to comply with American Honda Motor Co., Inc. requirements.
    
4. Client acknowledges and agrees that, as between Client and Dominion, Client is solely responsible for all messages, editorial content, advertising, music recordings, photographs, videos, artwork or other similar content provided by Client for display on or distribution through PRIME (such content, except to the extent it incorporates any Dominion Proprietary Material, the “Client Content”). Without limiting the foregoing, Client represents and warrants to Dominion that Client owns the Client Content and that all licenses, rights and other permissions from third parties (including but not limited to Getty Images, ASCAP, BMI and the Copyright Clearance Center) that are necessary to display or distribute the Client Content through PRIME shall be obtained (for the benefit of Client and Dominion) and fully paid before such display and/or distribution commences. Client acknowledges and agrees that Dominion has not undertaken, and will not undertake, any obligation to investigate or evaluate whether the display or distribution of any Client Content infringes upon or misappropriates any right of any third party or is otherwise permissible.
    
5. In connection with the electronic mail notification services included in PRIME, Client shall use those services in compliance with all applicable laws and regulations (including, without limitation, state and federal laws and regulations governing consumer contacts and notifications) and all applicable policies of carriers.
    
6. If any third party (including any governmental agency or authority) notifies Dominion that Client’s use of PRIME violates or may violate any federal, state or local law or regulation, Dominion may at any time thereafter on notice to Client suspend Client’s use of PRIME until Dominion receives reasonable assurance that Client’s use does not violate such law or regulation.
    

4. PROPRIETARY RIGHTS; LICENSE; RESTRICTIONS

1. As between the parties, Dominion shall own all right, title and interest in and to PRIME, all Intellectual Property Rights (defined below) relating to PRIME (and any derivative works or enhancements thereof), including, but not limited to, all associated software, technology, materials, documentation, Brand Features (defined below) and any other text, audio, photo, video or other creative work, whether in print or electronic form, developed by Dominion in connection with PRIME (collectively, the “Dominion Proprietary Materials”). Client shall not acquire any right, title or interest in PRIME or the Dominion Proprietary Materials, except for the limited use rights expressly set forth in this Agreement, and Client shall not take any action to impair, limit or interfere in any manner with Dominion’s ownership or rights with respect to any Dominion Proprietary Materials. Client acknowledges and agrees that nothing herein shall be deemed or construed to limit in any manner Dominion’s use of the Dominion Proprietary Materials. As used herein, (i) “Intellectual Property Rights” shall mean any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide, and (ii) “Brand Features” shall mean the trade names, trademarks, service marks, logos, and other distinctive brand features of a party, as secured by such party from time to time.
    
2. As between the parties, Client shall own all right, title and interest in and to the System Data and the Client Content (collectively, the “Client Proprietary Materials”). Client hereby grants to Dominion a non-exclusive, worldwide, irrevocable, perpetual, royalty-free right and license (with rights to sublicense) to, reproduce, use, prepare derivative works from, display and distribute the Client Proprietary Materials as may be necessary or appropriate for Dominion to provide PRIME (without limiting the foregoing, Dominion may share the Client Proprietary Materials with its affiliates and third parties to the extent Dominion deems necessary or appropriate to provide PRIME). Client also hereby grants Dominion the non-exclusive, worldwide, irrevocable, perpetual, royalty-free right and license (with rights to sublicense) to reproduce, use and prepare derivative works from the Client Proprietary Materials to internally develop Dominion products and services.
    
3. Client further hereby agrees that Dominion may, and hereby grants Dominion the non-exclusive, worldwide, irrevocable, perpetual, royalty-free right and license (with rights to sublicense) to reproduce, use, prepare derivative works from, display and distribute the System Data to provide products and services to third parties, such as, analytic reports, provided that the System Data that is used (a) excludes any information that is personally identifiable information of any customer of Client and (b) is either (i) data that is otherwise published publicly in a Sales Listing, or (ii) presented without identifying Client or the terms of specific sales consummated by Client.
    

5. CONFIDENTIALITY

1. During the Term of this Agreement and for a period of three (3) years thereafter, each party (the “Receiving Party”) shall retain in confidence the terms of this Agreement and all confidential or proprietary information, technology, materials and know-how of the other party disclosed to or acquired by the Receiving Party pursuant to or in connection with this Agreement that either is designated as confidential and/or proprietary or that reasonably should be understood to be confidential and/or proprietary given the nature of the information and/or the circumstances surrounding its disclosure (“Confidential Information”). Client expressly acknowledges and agrees that Dominion’s Confidential Information includes the Dominion Proprietary Materials. In connection with the foregoing, neither party shall use any Confidential Information with respect to which it is the Receiving Party for any purpose other than to carry out the activities permitted or contemplated hereunder (including, provision or use of PRIME, as applicable), or to enforce or exercise its rights under this Agreement; each Receiving Party shall use commercially reasonable efforts to protect the Confidential Information of the other party, and in any event shall take precautions at least commensurate with those taken to protect its own Confidential Information of a similar nature; and each Receiving Party shall notify the other party promptly in writing in the event such party learns of any unauthorized use or disclosure of any Confidential Information that it has received from such other party, and will cooperate in good faith to remedy such occurrence to the extent reasonably possible. The restrictions set forth in this Section 6 shall not apply to any information that: (A) was known by the Receiving Party without obligation of confidentiality prior to disclosure thereof by the other party; (B) was in or entered the public domain through no fault of the Receiving Party; (C) is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; or (D) is independently developed by the Receiving Party without use of or reference to any Confidential Information of the other party.
    
2. If a Receiving Party is required to disclose Confidential Information of the other party pursuant to an order from a court of competent jurisdiction or governmental agency with appropriate legal authority, the Receiving Party shall (i) provide the disclosing party with prior notice of such compelled disclosure, (ii) provide reasonable assistance, at the disclosing party’s cost and expense, if the disclosing party wishes to contest the disclosure, and (iii) only disclose those portions of the Confidential Information as are necessary to comply with the order.
    
3. Upon request of the other party, each Receiving Party shall return to the other or destroy all materials, in any medium, which contain or reveal all or any part of any Confidential Information of the other party.
    

6. DISCLAIMER; LIMITATIONS OF LIABILITY

1. PRIME AND ALL DOMINION PROPRIETARY MATERIALS ARE PROVIDED ON AN “AS IS” BASIS. EXCEPT FOR EXPRESS WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, IF ANY, DOMINION DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, ORAL, IMPLIED OR STATUTORY, WITH RESPECT TO ANY PRIME OR ANY DOMINION PROPRIETARY MATERIAL, AND DOMINION HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO PRIME AND THE DOMINION PROPRIETARY MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING ANYTHING IN THE FOREGOING, (i) DOMINION DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT PRIME WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL FULFILL ANY PARTICULAR NEEDS OR PURPOSES; (ii) DOMINION DOES NOT PROVIDE ANY WARRANTY AGAINST INFRINGEMENT OR INTERFERENCE WITH ENJOYMENT; (iii) CLIENT ACKNOWLEDGES THAT THE OPERATION, USE OR PERFORMANCE OF PRIME ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS AND LOSSES, INCLUDING INADVERTENT LOSS OR DISCLOSURE OF DATA OR DAMAGE TO MEDIA, WHICH MAY GIVE RISE TO LOSS OR DAMAGE, AND CLIENT AGREES THAT DOMINION SHALL NOT BE LIABLE IN ANY EVENT ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES; AND (iv) CLIENT ACKNOWLEDGES AND AGREES THAT NO STATEMENTS MADE IN ANY ADVERTISING MATERIALS OR ANY OTHER DOCUMENTATION (OTHER THAN IN THIS AGREEMENT) HAVE FORMED A PART OF THE PARTIES’ AGREEMENT AND CLIENT IS NOT ENTITLED TO RELY ON SUCH STATEMENTS IN ADVERTISING OR OTHER DOCUMENTATION.
    
2. IN ADDITION TO AND NOT IN LIMITATION OF ANY OTHER LIMITATION OF LIABILITY HEREUNDER, CLIENT ACKNOWLEDGES AND AGREES THAT (i) DOMINION SHALL NOT BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR OTHER SIMILAR DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT, PRIME OR ANY DOMINION PROPRIETARY MATERIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DOMINION SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR REVENUE, INCLUDING, BUT NOT LIMITED TO, ANY SUCH LOSSES INCURRED AS A RESULT OF LOSS OF USE OF PRIME OR ANY DOMINION PROPRIETARY MATERIAL, LOSS OR DISCLOSURE OF DATA (HOWEVER CAUSED), BUSINESS INTERRUPTION, COST OF RECOVERING SOFTWARE OR DATA, COST OF SUBSTITUTE SOFTWARE OR DATA OR OTHER SIMILAR COSTS); (ii) DOMINION’S LIABILITY FOR DIRECT DAMAGES RELATING TO ANY PUBLISHED SALES LISTING SHALL NOT EXCEED THE LESSER OF (A) CLIENT’S ACTUAL LOSS OR (B) $50; AND (iii) DOMINION'S TOTAL LIABILITY FOR ALL CLAIMS OF ANY KIND IN RESPECT OF PRIME OR DOMINION’S OBLIGATIONS UNDER THIS AGREEMENT RELATING THERETO, REGARDLESS OF THE FORM IN WHICH ANY CLAIM MAY BE BROUGHT, SHALL NOT EXCEED THE TOTAL FEES PAID TO DOMINION UNDER THIS AGREEMENT FOR PRIME DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIMS.
    

7. INDEMNIFICATION

1. Client assumes sole responsibility for all use of PRIME and the Dominion Proprietary Materials. Furthermore, Client shall indemnify, defend and hold harmless Dominion, including Dominion Dealer Solutions, LLC and its affiliates, and its and their respective officers, directors, employees, agents and representatives (collectively, the “Indemnified Dominion Parties”), from and against any and all claims, proceedings and demands asserted or alleged by third parties against an Indemnified Dominion Party (“Claims”), and from and against any damages, costs, expenses and liabilities of any kind whatsoever (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with any such Claims, arising out of or in any way related to (i) Client's use of any of PRIME, (ii) any breach by Client of any representations, warranties, covenants or other terms and conditions set forth in this Agreement, (iii) Dominion’s receipt or use of Customer Information in the manner contemplated by this Agreement, or (iv) Client’s violation of or failure to comply with any applicable law, rule or regulation, or failure to comply with applicable American Honda Motor Co., Inc. requirements, or (iv) any allegation that any Client Content, whether as displayed on any website, product or otherwise, (x) infringes (directly or in a contributory manner), violates or misappropriates any copyright, patent, trademark or service mark or any other Intellectual Property Right of a third party, (y) violates any right of publicity or privacy of any third party or (z) constitutes unlawful use, disclosure or misappropriation of a third party’s trade secret or otherwise constitutes unfair competition under applicable law.
    
2. In the event that use of PRIME (excluding any Client Content displayed thereon) or other Dominion Proprietary Materials becomes, or in Dominion’s sole discretion is likely to become, the subject of any Claim of infringement by any third party, then Dominion may at its option and expense either (A) use commercially reasonable efforts to procure for Client the right to continue to use PRIME or the Dominion Proprietary Materials as provided in this Agreement, or (B) use commercially reasonable efforts to replace or modify PRIME or the Dominion Proprietary Materials with a version that is non-infringing but that performs substantially similar functions. In the event that none of the foregoing options is commercially viable in the sole judgment of Dominion, Dominion may cancel its provision to Client of PRIME and refund to Client any Fees pre-paid by Client with respect thereto.
    

8. TERM AND TERMINATION

1. This Agreement shall commence on the date that the initial Order Form is signed by an authorized Manager of Dominion and shall remain in effect for 90 days, after which will continue month-to-month unless terminated in accordance with this Agreement. (the period that this Agreement is so in effect, the “Term”)
    
2. Client, on the one hand, or Dominion, on the other hand, may terminate this Agreement at any time by written notice to the other party if (i) Dominion ceases to make PRIME commercially available to third parties, (ii) the other party materially breaches this Agreement and the breach remains uncured for a period of twenty (20) days after notice of breach from the non-breaching party, or (iii) the other party ceases to do business in the normal course, a petition for relief under any bankruptcy legislation is filed by or against the other party, the other party makes an assignment for the benefit of creditors, or a receiver is appointed for all or substantially all of the other party’s assets.
    
3. Following termination of this Agreement for any reason, all rights and licenses granted herein shall terminate and Client shall immediately cease use of PRIME (including by discontinuing use of all Software and other Dominion Proprietary Materials) and certify to Dominion that it has destroyed all copies of all applicable Software and Dominion Proprietary Materials. Notwithstanding the foregoing, termination of this Agreement shall not limit either party from pursuing any remedies available to it at the time of or in connection with such termination, nor shall such termination release Client from its obligation to satisfy all payment obligations under this Agreement. Sections 2, 5, 6, 7, 8, 9(c), 10, 11 and 13 shall survive any termination or expiration of this Agreement.
    

9. GOVERNING LAW; DISPUTE RESOLUTION. The parties hereby expressly (i) agree that their respective rights and obligations shall be determined by the terms of this Agreement and (ii) waive and opt out of any application of the Uniform Computer Information Transactions Act, or any version thereof, adopted in any State in any form to the maximum extent permitted by applicable law. This Agreement will be construed in accordance with and governed by the laws of the Commonwealth of Virginia (subject to clause (ii) in the preceding sentence), without regard to principles of conflicts of law. Each party irrevocably consents to the exclusive jurisdiction and venue of any local, state or federal court that is located in Norfolk, Virginia in connection with any dispute, claim or controversy arising out of or relating to this Agreement, and waives any objections in the nature of jurisdiction or venue. In any action or other proceeding by which Client’s account is referred to an attorney or collection agency for collection, Client will pay for all collection fees, costs and expenses incurred by Dominion in connection therewith. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10. GENERAL

1. Independent Contractors. The relationship of the parties hereunder is that of independent contractors. Neither Dominion, on the one hand, nor Client, on the other hand, has or will have any power to bind the other or to create any obligation on behalf of the other, nor shall it represent that it has any such power.
    
2. Promotional Matters. Dominion may issue press releases and other marketing and promotional material describing the relationship created by this Agreement and, among other things, displaying websites or products, or describing Software, developed for or provided to Client as examples of the service offerings available from Dominion. Client hereby grants Dominion the right to use Client's name, trademarks, service marks and logos (i) in advertising targeted to all or any portion of Client’s customer base in connection with the performance of PRIME hereunder, and (ii) in any advertising and publicity identifying Client as a customer of Dominion.
    
3. Notices. All notices and other communications to each party must be in writing and sent to the applicable address specified in the Order Form, with any such notices to Dominion to be sent care of General Manager, Dominion Dealer Solutions. Unless otherwise agreed, notice shall be deemed given upon (i) receipt when delivered personally, (ii) written verification of receipt from overnight courier, (iii) verification of receipt of registered or certified mail, or (iv) verification of receipt via facsimile.
    
4. Force Majeure. No party shall be deemed to be in default or otherwise liable for any delays or failure in performance of its obligations under this Agreement (other than its obligation to pay any monies owed hereunder) resulting directly or indirectly from any cause or circumstances beyond its reasonable control, including but not limited to acts of God or nature, war or warlike conditions, terrorism, riot, embargoes, acts of civil or military authority, fire, flood, accidents, strikes or labor shortages, sabotage, shortages in fuel, transportation facilities or materials, or failures of equipment, Internet, telecommunications facilities or third party software programs (such as, by way of example and not limitation, any interruption of access to any DMS provider).
    
5. Severability; Waiver. If any term or condition hereof is found or ruled to be invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law. The failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
    
6. Remedies. Except as otherwise expressly set forth in this Agreement, a party’s remedies set forth herein are not exclusive and are in addition to any and all other remedies available at law or in equity, none of which shall be deemed as waived by virtue of a party’s exercise of any other remedy. Each party acknowledges that any unauthorized use or disclosure of the other party’s Confidential Information would cause the other party irreparable harm that may not be adequately compensated by monetary damages; accordingly, in addition to any other remedies available to it at law or in equity, each party will be entitled to injunctive or other equitable relief to prevent any actual or threatened unauthorized use or disclosure of its Confidential Information.
    
7. Amendment; Assignment. Except where otherwise expressly provided herein, this Agreement may not be amended or otherwise modified except by a writing signed by both parties. Client may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any other person or entity without the express prior written consent of Dominion.
    
8. Third Party Beneficiaries. This Agreement is not intended to benefit any third party and the parties do not intend to create, and do not and shall not be deemed to create, any third party beneficiary rights hereunder.
    
9. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, written or oral, with respect thereto.
    

END OF TERMS & CONDITIONS