Terms of Service
I. General Terms and Definitions
This Agreement is between Client (listed on page 1) and Shield IT Networks, Inc. By accepting the products and/or services provided by Shield IT Networks, Client agrees to observe and abide by all of the provisions, terms, and requirements of this Agreement, including any modifications.
Shield IT Networks shall bill Client for services rendered at the rate(s) of such services appearing on the Service Order Form. Unless otherwise specified, monthly recurring service charges are billed one month in advance and are due on the first day of the month preceding service. Where applicable, service charges for an initial partial month of service will be pro-rated and billed on the first recurring monthly bill. For each month thereafter, the full monthly fee is due for any part of a month in which service is provided. Monthly fees are non-refundable. Customer agrees to pay a fee for processing unpaid checks or rejected credit cards. Delinquent accounts are subject to termination or suspension if Client’s account becomes more than 15-days past due.
III. Disclaimer and Limitation of Liability
Client acknowledges that all services are provided on an “As Is “basis and that Shield IT Networks makes no warranty of any kind, expressed or implied, regarding the reliability or suitability for a particular purpose of its services. Shield IT Networks disclaims any warranty of merchant ability or fitness for a particular purpose. Under no circumstances shall Shield IT Networks be responsible for damages or losses suffered by Client, including but not limited to special, incidental, consequential, or punitive damages, as a result of Client’s direct or indirect use of Shield IT Networks’ services including, but not limited to errors, delays, loss of information, or interruptions in service caused by Client’s, Shield IT Networks’, or a third party’s negligence, fault, misconduct, or failure to perform. No oral advice or written information given by Shield IT Networks, its employees, directors, agents, or other representatives, shall create or expand any representation or warranty nor shall Client be entitled to rely on any such information or advice. Client acknowledges and understands that Shield IT Networks exercises no control over the nature, content, or reliability of the information delivered to Client from the Internet via Shield IT Networks. Client acknowledges that Internet access service may be temporarily unavailable for scheduled or unscheduled maintenance, and for other reasons within or outside of the control of Shield IT Networks. Under no circumstances do any errors, delays , loss of information, or interruptions in service nullify or modify this Agreement or any other agreement entered into by Shield IT Networks and Client. Shield IT Networks reserves the right to refuse or terminate service to Client at any time and return any unearned fees paid by Client. In no event shall Shield IT Networks’ liability under this Agreement exceed the greater of $500.00 or the fees charged to Client in the calendar month preceding Client’s claim.
IV. Client Responsibility
Client is responsible for protecting all account passwords and for any authorized or unauthorized use made of Client’s account. Client agrees to comply with the rules appropriate to any network to which Client may gain access via the services of Shield IT Networks. Client acknowledges that any proprietary, confidential, or otherwise valuable information that Client wants to keep confidential should not be transmitted over any part of the Internet or reside on computers connected to the Internet. Client will not transmit or make available to the Internet any material that is illegal, libelous, tortious, or likely to result in action against Shield IT Networks or its clients. Client agrees that under no circumstances will it use Shield IT Networks’ equipment and/ or electronic mail addresses to send unsolicited electronic mail messages, commercial or otherwise, including, but not limited to, sending unsolicited mass mailings from another service that in any way implicates the use of Shield IT Networks’ service, equipment, or any Shield IT Networks electronic mail address. Client agrees not to use the services purchased from Shield IT Networks in a manner prohibited by any federal or state law.
V. Service Plans and Term Commitment
Cancellation by Client prior to line installation is subject to a disconnect cancellation fee as outlined in Paragraph VII. If Client terminates service after line installation and prior to completion of the term commitment, Client agrees to pay the full amount due of the Client’s equipment charge and the applicable cancellation fee as outlined in Paragraph VII. Termination of service must be in writing to Shield IT Networks with at least a 30-day notice. To restore service, a $250.00 reactivation charge will apply. Customer will be liable for all past due charges and any early termination fees if Client’s account is not brought current and service restored. At termination, Client will return all equipment owned by Shield IT Networks.
VI. Service Level Agreement
If Client experiences a service outage on a business circuit and is unable, for more than two (2) consecutive hours, to transmit and receive information from Shield IT Networks’ Internet Data Centers to other portions of the Internet and Client notifies Shield IT Networks immediately of such event and Shield IT Networks determines that such inability was caused by its failure to provide said services for reasons within its reasonable control and not as a result of any actions or inactions of Client or of any third parties (including failure of third party equipment) and such inability is not a result of standard scheduled maintenance of Shield IT Networks’ equipment or services, Shield IT Networks will, upon Client’s written request, credit Client’s account the connectivity charges for the length of the outage. Client’s credit may not exceed one month’s service fees in any single calendar month. Complete Service Level Agreement (SLA) and Acceptable Use Policy (AUP) Terms and Conditions are available on the Shield IT Networks Corporate Website at URL Shield IT Networks.CO
VII. Other Fees (if applicable):
Field Technician Dispatch (2 hour minimum) Normal business hours: $200 per hour
Field Technician Dispatch Trip Charge: $75 (minimum)
After Hours Technician Dispatch: $300 per hour
Holidays, and Weekends: $400 per hour
Parts and Equipment Billed: Based on parts and equipment installed
Downgrade of Client Speed: Depends on type of Service
Disconnect – (Early Cancellation Fee) Balance of remaining Agreement Term
Cancellation Prior to Installation: $250
Equipment: Leased - Must be returned to Shield IT Networks within 30 days of disconnect or customer will be billed full MSRP.
Missed Appointment: Depends on type of Service
Reactivation Fee: $250
Late Payment Fee: Shield IT Networks reserves the right to charge all past due balances a late fee equal to the lesser of the maximum permitted by law or 1.5% per month (18% per year) for payments received after the due date
Unpaid Check/Rejected Credit Card $40
VIII. Attorney Fees
In any litigation or other proceeding by which one party seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations to the Agreement, the prevailing party shall be awarded reasonable attorney fees, together with any costs and expenses, to resolve this dispute and to enforce the final judgment.
IX. Choice of Law; Venue; Jury Trial
This agreement is governed by and construed in accordance with the laws of the State of California, without regard to its choice of laws. Any legal proceedings arising out of or relating to the subject matter of this agreement will be brought in and maintained in courts in the city of Los Angeles, California. The parties consent and agree that such jurisdiction and venue for such proceedings lies exclusively with such courts. Each of the parties hereto irrevocably waives the right to a jury trial in connection with any legal proceeding relating to this agreement or the enforcement of any provision of this agreement.
X. The provisions of this agreement shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto. Client may not assign or transfer its rights or obligations under this agreement without the prior written consent of Shield IT Networks, and any attempted assignment without such consent shall be null and void.
XI. If any provision of this agreement is held to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this agreement shall remain valid and enforceable according to its terms.
TERMS AND CONDITIONS OF SERVICE FOR END-USERS
This agreement (“Agreement”) is between Shield IT Networks and the End-User (“End-User”) of the VoIP service. Any Shield IT Networks services or products (“Services”) made available to End-User shall be governed by the terms and conditions herein. By activating the Services, End-User acknowledges receiving, reading and understanding this Agreement and accepts the terms and conditions herein. Any terms deemed to conflict with other terms in any other endorsed agreement do not negate the remaining terms and conditions of either agreement.
I. TERMS AND CONDITIONS
The terms and conditions stated herein are in lieu of and replace any and all terms and conditions set forth in any documents issued by End-User, including, without limitation, purchase orders and specifications. Any additional, different, or conflicting terms and conditions on any such document issued by End-User at any time are hereby objected to by Shield IT Networks, and any such documents shall be wholly inapplicable to any sale made or service rendered hereunder and shall not be binding in any way on Shield IT Networks. No waiver or amendment to this contract or these terms and conditions shall be binding on Shield IT Networks, unless made in writing expressly stating that it is such a waiver or amendment and signed by a duly authorized representative of Shield IT Networks.
The term of this Agreement (“Term”) begins on the date that End-User purchases Services and continues for the duration of the service period defined in the agreement, Master Services Agreement (MSA), or Multi-Site Addendum endorsed by the End User for Shield IT Networks services. At the end of the current Term, the Term is automatically renewed on a month to month basis unless End-User provides Shield IT Networks, prior to the end of the current Term, notification of intention to terminate the service. End- User agrees to pay for Services for the duration of the Term. Expiration of the Term does not alleviate End-User of responsibility for paying all unpaid, accrued charges due hereunder.
III. DISCLAIMER OF EMERGENCY 911 SERVICES
Shield IT Networks is subject to FCC requirements to provide notification of any E911 limitations that may be associated with the Shield IT Networks Service. As is the case with E911 service provided by a traditional telephone service provider, Shield IT Networks E911 service (1) may not function with the loss of electrical power, including the loss of power to telephone equipment or other equipment necessary to route E911 calls to the appropriate emergency call center; (2) will not function if the broadband connection is not operational; (3) will not function at a remote location or may transmit incorrect physical location information for the caller if internal users are allowed to use their IP-based phones remotely; (4) will not function if the telephone equipment or other equipment necessary to place calls is not correctly configured; (5) may not transmit the correct physical address for the E911 call due to incorrect information provided by you, use of a non-native telephone number or delays in loading or updating automatic number identification and location information into the E911 databases; (6) may not be capable of being received and/or processed by an emergency call center due to the center’s technical limitations; and (7) may be affected by other factors or force majeure events, such as the quality of the broadband connection and network congestion. Your execution of Shield IT Networks Subscription Agreement constitutes your acknowledgement that Shield IT Networks has advised you of these potential limitations. Shield IT Networks will also provide labels to you that will alert users to the limitations discussed above. The FCC has suggested that these labels be placed on or near the Shield IT Networks Equipment associated with your Shield IT Networks Service. The physical location which you provided to us in Shield IT Networks Subscription Agreement shall be the registered location that will be provided to the emergency call center when you place a 911 call.
In offering the Services, Shield IT Networks may supply Equipment to End-User. All Equipment shipments are F.O.B. Shield IT Network’s facility. Shield IT Network’s liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to End-User upon delivery to carrier. End-User will be provided with manufacturer’s warranty from the date of purchase of Equipment. End-User shall be required to obtain authorization from Shield IT Networks to return any Equipment. Shield IT Networks will replace Equipment only if the Equipment is deemed to be defective and covered under the warranty. Shield IT Networks will not cover replacement for lost, stolen, mistreated or modified equipment. Equipment returned by End-User that is not covered under warranty may be refused by Shield IT Networks, and End-User will be responsible to pay return shipping charges. Upon request, extended warranty on any equipment, particularly telephones is available at a cost to be charged to end-User.
V. BILLING, CHARGES, AND PAYMENT
a. BILLING: Shield IT Networks will send or make available by email a monthly invoice for the Services and bill all charges invoiced to End-User’s account. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, toll charges, taxes and any other applicable charge Monthly service fees are paid in advance of each month’s service; toll charges and any other applicable charges are billed at the end of each month’s service. Shield IT Networks reserves the right to charge the End-User for toll charges at any time if End-User’s cumulative toll charges for the current month exceed two hundred fifty dollars ($250.00). Billing for monthly service fees commences upon purchase of the Services, and the first month’s monthly service fee shall be prorated to take into account any partial month that may occur as the result of the date monthly service fees are initiated. Thereafter, billing for monthly phone services will occur in advance of the month the Services are provided, whereas billing for any toll or long-distance charges will occur in arrears.
b. LATE/NON-PAYMENT: If End -User fails to pay Shield IT Networks within 15 days of billing date, Shield IT Networks has the right to disconnect the Services without notice and/or send to collection. Upon disconnect, End-User agrees to immediately pay all amounts owed to Shield IT Networks. Shield IT Networks reserves the right to charge End-User a $150.00 re-establishment of service fee. Upon disconnect a valid credit or debit card will be required to reinstate service. If payment is not made in full within 60 days, Shield IT Networks has the right to repossess the End-User Equipment to offset monies owed without liability for damage or trespass.
c. TAXES: Prices for the Services do not include any applicable customs duties, sales, use, value added, excise, federal, state, local, public utility or other similar taxe All such taxes shall be paid by End-User and will be added to any amounts otherwise charged to End-User unless End-User provides Shield IT Networks with an appropriate exemption certificate. If any amounts paid for the Services are refunded by Shield IT Networks, applicable taxes may not be refundable.
At the present time, under the terms of Shield IT Networks’ VoIP phone service, federal excise taxes are applicable, as are sales taxes on the Equipment purchased by End-User.
d. CREDITS: End-User acknowledges and agrees that the Services are provided “as is, where is.” Credit allowances are under the sole discretion of Shield IT Networks.
e. BILLING DISPUTES: End-User must dispute any charges for the Services within thirty (30) days of receipt of the monthly invoice, and promptly pay all undisputed amounts or End-User waives any objection.
If applicable, every call to or from Equipment using the Services that originates or terminates in the Public Switched Telephone Network (“PSTN”) is subject to the then-applicable toll charges that are associated with the respective Plan ordered by End-User. Every call to or from Equipment using the Services that originates or terminates with a SIP service Shield IT Networks that is not affiliated or associated with Shield IT Networks will also count as PSTN minutes and be subject to the then-applicable toll charges that are associated with the respective Plan ordered by End-User. As applicable, domestic long distance calls are billed in six (6) second increments. As applicable, calls to a phone number outside the United States and Canada to a non-Shield IT Networks account will be charged at the current rates. The duration of each call from the US to international destination is to be calculated in six (6) second increments after a thirty (30) second minimum. As applicable, calls to Mexico are rounded to the minute.
VII. TELEPHONE NUMBERS
Telephone numbers provided by Shield IT Networks (“Number”) to the End-User shall be leased and not sold. End-User is not to use the Number with any other device other than the Equipment without the express written permission of Shield IT Networks. Shield IT Networks reserves the right to change, cancel or move the Number at its sole discretion. If, however, the End-User chooses to ‘port’ their existing phone number into the Shield IT Networks VoIP service, the End- User shall also be able to ‘port’ the number out of the Shield IT Networks network upon termination of service if the End- User has maintained an account in good standing with Shield IT Networks.
VIII. UNAUTHORIZED, ILD USE, FRAUD AND UNWANTED CHARGES
By ordering ILD (International Long Distance) services, Customer acknowledges financial responsibility for all charges stemming from ILD calling on the Customer account, including any calls deemed to be unauthorized by Customer. All ILD usage is charged to Customer at the rates in effect at the time usage occurs. Customer acknowledges that Service Shield IT Networks has provided information to customer on ways to minimize the risk of unauthorized use of ILD through the use of five (5) or six (six) digit numeric voicemail Personal Identification Numbers (PINs), avoiding PINs with sequential numbers (like 1-2-3-4) or the use of extension numbers as PINs, and by the use of other service configurations.
IX. LOST, STOLEN, ALTERED OR BROKEN
End-User shall not modify the Equipment in any way without the express written permission of Shield IT Networks. End-User shall not use the Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, End-User is responsible for all lost, stolen or broken Equipment and may be required to purchase a replacement to continue service. Replacement charges will be based on the fair retail price of equipment, plus applicable shipping costs and taxes. End-User shall immediately notify Partner of any lost or stolen Equipment and shall cooperate with Shield IT Networks in all reasonable aspects to eliminate actual or potential unauthorized use of the equipment. At Shield IT Networks’ sole option, failure to report lost or stolen equipment in a timely manner will cause End-User to be responsible for all service fees accrued until the time that Shield IT Networks is informed of the loss or theft and can effect a termination of the Services.
X. PROHIBITED USES
Any use of the Services or any other action that causes a disruption in the network integrity of Shield IT Networks or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Services. End-User understands that neither Shield IT Networks nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. End-User agrees that it will NOT use the Services in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the network. End-User agrees and represents that it is purchasing the Services and/or the Equipment for its own internal use only, and shall not resell, transfer or make a charge for the Services or the Equipment without the advance express written permission of Shield IT Networks. Use of service shall not include certain activities including, but not limited to, any autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, telemarketing or any other activity that would be inconsistent with residential or small business usage, unless specifically agreed to otherwise in writing by Shield IT Networks and End-User.
XI. UNLIMITED MINUTE USAGE PLANS; CHANGES TO THE AGREEMENT, SERVICES OR PLAN
Shield IT Networks reserves the right to review usage of unlimited minute usage plans to ensure that there is no End-User abuse of such plans. End-User agrees to use unlimited minute plans for normal voice calls and will not employ methods or devices to take advantage of unlimited plans by using service excessively or for means not intended by Shield IT Networks. Shield IT Networks may terminate service immediately if, in its sole discretion, End-User is abusively using the unlimited minute plan. Shield IT Networks reserves the right to make changes to the terms and conditions of this Agreement, the Services and/or the Plan (“Change of Service”). In the event of a Change of Service, Shield IT Networks will post to the website currently located at https://www.shielditnetworks.com.com/tos/ Notice will be considered received by End-Users and such changes will become binding to End-Users, on the date the changes are posted to the website (“Change Date”), and no additional notice will be required. Shield IT Networks will post all changes thirty (30) days in advance of the effective date of change, with the exception of International calling rates, which require only 24 hours’ notice. If End-User does not send Shield IT Networks notification of its desire to terminate this agreement or uses the Service after the Change Date, End-User is deemed to have accepted and consented to the change of terms and conditions of the Service. If End-User does not consent to the change of service and terminates this agreement, End- User will be responsible for any sums due hereunder in addition to any applicable Disconnection Fee. End-User may request a Plan change at any time, subject to any applicable change of service fee and additional terms and conditions. For a Plan change to a plan that requires a purchase of the Equipment, an equipment charge may apply. Shield IT Networks may decrease prices for the Services or Plans without providing any prior notice to End-User.
End-User agrees to provide Shield IT Networks with thirty (30) days notice of termination. End-User shall be responsible for the full monthly service fee for the month during which the notice of termination of service is provided to Shield IT Networks and any other months of service agreed to in any endorsed agreements or Multi Site Addendum that clarifies the length of terms for specific sites or services. Shield IT Networks reserves the right, at its sole discretion, to suspend, terminate or change the Services without advanced notice for any reason, including without limitation, misuse of the Services in any way, End-User’s breach of this Agreement, End-User’s failure to pay any sum due hereunder, suspected fraud or other activity by End-User that adversely affects the Services, Shield IT Networks, Shield IT Networks’ network or other End-Users’ use of the Services. Shield IT Networks reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and End-User agrees that Shield IT Networks’ determination is final and binding on End-User. Shield IT Networks may require an activation fee to change or resume a terminated or suspended account.
Shield IT Networks utilizes the public Internet and third party networks to provide voice and video communication services. Accordingly, Shield IT Networks cannot guarantee the security of voice and video communications of End-User. Shield IT Networks is committed to respecting End-User’s privacy. Once End-User chooses to provide personally identifiable information, it will only be used in the context of the End-User’s relationship with Shield IT Networks. Shield IT Networks will not sell, rent, or lease End-Users’ personally identifiable information to others. Unless required by law or subpoena or if End-User’s prior permission is obtained, Shield IT Networks will only share the personal data of End- User with business partners that are acting on Shield IT Networks’ behalf to complete the activities described herein. Such Shield IT Networks entities and/or national or international business partners are governed by Shield IT Networks’ privacy policies with respect to the use of this data. Upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, Shield IT Networks may disclose personally identifiable information.
XIV. TECHNICAL SUPPORT
Shield IT Networks will make available technical support to End-Users via telephone and e-mail for the Services and the Equipment provided. Support for other applications and uses is not provided or implied unless agreed to in writing by Shield IT Networks and End-User.
In the event of End-User’s breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, End-User shall reimburse Shield IT Networks for all attorney, court, collection and other costs incurred by Shield IT Networks in the enforcement of Shield IT Networks’ rights hereunder and Shield IT Networks may keep any deposits or other payments made by End-User.
End-User agrees to defend, indemnify and hold Shield IT Networks, its affiliates and its vendors harmless from any claims or damages relating to this Agreement.
XVII. DISCLAIMER OF CONSEQUENTIAL DAMAGES
In no event shall Shield IT Networks or its vendors be liable for any special, incidental, indirect, punitive or consequential damages or for any damages, including but not limited to loss of data, loss of revenue or profits, or arising out of or in connection with the use or inability to use services or products provided hereunder whether due to a breach of contract, breach of warranty, the negligence of Shield IT Networks or its vendors or otherwise.
XVIII. WARRANTY AND LIABILITY LIMITATIONS
Shield IT Networks makes no warranties, express or implied, including, but not limited to, and implied warranties of merchantability or fitness for a particular purpose. Neither Shield IT Networks nor its vendors will be liable for unauthorized access to Shield IT Networks’ or End-User’s transmission facilities or premise equipment or for unauthorized access to or alteration, theft or destruction of End-User’s data files, programs, procedures or information through accident, fraudulent means or devices, or and other method, regardless of whether such damage occurs as a result of Shield IT Networks’ or its vendors’ negligence. Any claim against Shield IT Networks must be made within 90 days of the event of the claim and Shield IT Networks has no liability thereafter. Shield IT Networks’ liability is limited to repair, replacement, credit or refund. Shield IT Networks may elect to provide a refund in lieu of credit, replacement or repair. All warranties cover only defects arising under normal use and do not include malfunctions or failures resulting from misuse, abuse, neglect, alteration, modification, improper installation, or repairs by anyone other than Shield IT Networks. In no event shall Shield IT Networks’ total liability hereunder exceed the amounts paid by the End-User to Shield IT Networks in the prior twelve (12) months from the date of claim.
XIX. EXPORT COMPLIANCE
End-User agrees to comply with U. S. Export laws concerning the transmission of technical data and other regulated materials via the Services. End-User agrees to comply with applicable local, state and federal regulations governing the locality in which the Equipment and Services are used.
XX. PHONE NUMBERS AND WEB PORTAL DISCONTINUANCE
Upon expiration, cancellation or termination of the Services, End-User shall relinquish and discontinue use of any Numbers, voice mail access numbers and/or web portals assigned to End-User by Shield IT Networks or its vendors.
XXI. SOFTWARE COPYRIGHT
Any software used by Shield IT Networks in connection with the Services and any software provided to End-User in conjunction with providing the Services are protected by copyright law and international treaty provisions. End-User may not copy the software or any portion of it.
The provisions of sections 4, 5, 7, 14, 15, 16, 17 and 19 shall survive any termination of the Agreement.
Shield IT Networks communicates with its End-Users primarily via email. Notices to End-User shall be sent to the email address specified by End-User at the time of registration for the Services or as subsequently specified by End-User (“Email Address”). End-User is responsible for notifying Shield IT Networks of any Email Address changes. End-User agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that End-User read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder.
XXIV. FORCE MAJEURE (EVENTS BEYOND OUR CONTROL)
Shield IT Networks shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of Shield IT Networks that may occur in spite of Shield IT Networks’ best efforts.
XXV. GOVERNING LAW / RESOLUTION OF DISPUTES
a. Mandatory Arbitration Any dispute or claim between End-User and Shield IT Networks arising out of or relating to the Service or Equipment provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitrator’s decision shall follow the plain meaning of the relevant documents, and shall be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and Customer will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. Customer acknowledges that this arbitration provision constitutes a waiver of any right to a jury trial.
b. Governing Law The Agreement and the relationship between End-User and Shield IT Networks shall be governed by the laws of the State of California without regard to its conflict of law provision End-User and Shield IT Networks agree to submit to the exclusive jurisdiction of the courts located within the state of California for purposes of entering any arbitration award hereunder or for any other litigation hereunder. The failure of Shield IT Networks to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. End-User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
XXVI. ENTIRE AGREEMENT
The terms and conditions of this Agreement constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This agreement shall be binding upon the heirs, successors, and assigns of Shield IT Networks and End-User.
XXVII. INTERPRETATION OF AGREEMENT
No provision of this Agreement will be interpreted in favor of End-User or against Shield IT Networks by reason of the fact that Shield IT Networks has drafted this Agreement.