4. The Website
5. Posts Are Not Private or Confidential; Anonymity
By agreeing to this Supplier Agreement and completing the online registration process, you are representing and agreeing that:
(a) All information you provide in your registration with Unitz relates to yourself only and is accurate, complete, and not misleading.
(b) You accurately describe your background, skills, knowledge, and your level of experience (including professional licenses, certifications, education, employment, etc.).
(c) You will not misrepresent yourself, such as, but not limited to, using or creating a misleading username.
(d) (1) You will maintain and update the information described in subsections (a) – (d) above within twenty-four (24) hours of any changes so that it remains true, accurate, and complete. In addition, if any change to such information alters the status of any of your credentials that have been verified for purposes of being an Expert on the Site (e.g., active license becomes inactive or suspended, disciplinary investigation is opened, etc.), you will notify Unitz of such change by sending an email to email@example.com within twenty-four (24) hours of the change. In addition, if such change makes you ineligible to be a Supplier on the Site, then you must immediately cease answering questions on the Site.
(2) Unitz reserves the right, and Supplier agrees to comply, to periodically audit the credentials of any Supplier on the platform.
(e) You will not answer questions in any of the other categories or subcategories if you do not meet the requirements of those categories or subcategories. As an example, you will not answer questions in any of the Legal, Medical or Veterinary categories or subcategories unless you are a licensed attorney, MD/DO or veterinarian (or the local equivalent), respectively, with an active license in good standing. If you are unclear about the requirements for Suppliers in particular categories or subcategories, please email firstname.lastname@example.org
(f) You will provide competent answers that are within your realm of expertise and any applicable credentials only, and will use at least a reasonable standard of care in providing answers. A reasonable standard of care is the higher of: (i) the standard you apply in your profession not conducted on the Site; or (ii) the standard of care required by the applicable profession.
(g) Suppliers in the Medical, Health, Veterinary, Pet, or Large Animal categories shall provide general information only, not medical or veterinary advice. They shall not diagnose, treat, or recommend treatment or a course of action that should only be performed or recommended after an in-person examination or meeting, and they shall not act in a manner or engage in a form of communication that would establish a professional-client relationship on the Site; however, they may do so outside of the Site.
(h) Suppliers in the Legal categories must be attorneys licensed to practice law, and be in good standing, in at least one jurisdiction in Vietnam or foreign country. Such Suppliers shall provide general information only, such as providing descriptions of general principles of law, and shall not provide legal advice.
(i) You will not do anything to manipulate, undermine, or disrupt the integrity of any Customer, Expert, or other feedback ratings, reports, or systems on the Site, including, but not limited to, by filing false reports about other Suppliers. You will not harass or threaten any other User of the Site.
(j) You will not disclose (which a Customer will be prompted to rate) any information that is classified more aptly as an “Information Request.”
(k) You will abide by all the laws, rules, regulations, and ethical standards pertaining to your profession and/or the profession applicable to categories in which you are an Expert (including, if applicable, any ethical obligations relating to conflicts of interest).
(l) You agree that any content you provide on the Site and your use of the Site or any additional services (whether such additional services are Informational or Beyond-Information Only, as defined below) initiated through the Site shall not: (a) be fraudulent, inaccurate or misleading; (b) infringe any third party’s proprietary rights or rights of publicity or privacy (c) be illegal or violate any country statute, ordinance, regulation, or ethical code; (d) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) be obscene or contain child pornography; (f) contain any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) create liability for us or cause us to lose (in whole or in part) the services of our (Internet Service Providers) ISPs or other suppliers; or (h) link directly or indirectly to, or include descriptions of, goods or services that are prohibited under the Terms or that you do not have a right to link to or include. If you post material that is adult in nature, such material shall be posted with “Mature Audiences Only” in the listing title and appropriate notices to prevent unauthorized underage viewing and shall be distributed only to people legally permitted to receive such content. You may not consummate any transaction that was initiated using our Service that, by paying us a fee, could cause us to violate any applicable law, statute, ordinance, or regulation. Furthermore, you may not resell or make any commercial use of our system or the content on the Site without Unitz prior written consent. We do not knowingly collect personal information from children under thirteen (13) years of age, and if we become aware that a child under the age of thirteen (13) has submitted personal information to us, we will promptly remove it from our systems.
7. Duration and Termination of Agreement
a) This Agreement shall have no term after Unitz approves the Expert’s request to use the Site as a Supplier, unless and until one party gives the other at least thirty days' written notice before the end of the then-current Duration of its intention not to renew this Agreement. You may terminate your service and account by written notice via email to email@example.com. Terminations typically will be effective within seven (7) business days after the receipt of your termination notice, at which time your account will be closed, and you will no longer be able to access your former account. Any payments accrued as of the effective date of termination will be payable according to the Terms.
(b) Unitz can terminate this Agreement in the event of a breach of this Agreement by the Supplier, provided that Unitz gives the Supplier notice of the breach of the Agreement (with notice of temporarily suspended access to the Site), with a reasonable opportunity to cure the breach within twenty days, in situations involving, for example, failure to qualify to provide services as an Expert in the approved subject matter, or Unitz’s good faith belief that the Expert poses a risk to the safety or health of others; or the Expert’s engagement in fraud, gaming, or other improper use of the Site or the Services with or through a Customer that has a Membership, which allow Customers who are “Members” to receive the benefits of the Site for multiple questions on the Site for a monthly or other-period recurring fee.
(c) Either party may terminate the Expert Agreement immediately and without notice upon a material breach.
The Unitz Site is a venue for informational and educational purposes only. The formation of a professional-client relationship on the Site is prohibited; however, the formation of a professional-client relationship outside the Site is not prohibited, as long as the User requested those services. Promoting non-free services, provided by the Expert, outside of the Unitz site is prohibited, except in the case the User requests this information.
Any information or communications provided in questions, answers, calls, video calls, messages, requests for information, responses, profiles, Supplier signatures, qualifications, comments, and posts in the Expert Forum and other places where Users communicate with one another on the Site (“Posts”) will not be considered confidential and may be used by Unitz for any purpose. This may include, but is not limited to, using your signature and/or profile information in emails sent to Customers alerting them to your postings. You understand and agree that Unitz may send Customers emails pertaining to their questions and your answers that are signed by your username (but sent on your behalf from a Unitz email address).
You grant to Unitz a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform or create derivative works thereof, that you have in your Posts, in any media now known or not currently known, with respect to any such Posts.
To allow Unitz to assist you in protecting your copyrights in your Answers, at its sole discretion, you grant Unitz the right to act on your behalf solely in submitting Digital Millennium Copyright Act (DMCA) takedown notices to other websites to remove copies of your Answers on Unitz.vn from other websites. You agree to notify Unitz at firstname.lastname@example.org within twenty-four (24) hours of posting any portion of your Answers on another website or granting permission to another person or entity to do so, so that Unitz does not submit a DMCA takedown notice for such content.
Customers on Unitz may be presented with a payment model:pay-per-call (“PPC”) model Question values are based on the Customer payment amount and other factors including but not limited to, Customer-related needs and estimated costs to Unitz, which factors are determined and may be changed from time-to-time by Unitz in its sole discretion, as well as the factors explained below. Suppliers may get 80% charge for every call, service, class provided with the customer
If Unitz believes, in its sole discretion, that any Customer funds were paid to a Supplier under suspicious circumstances or that funds were derived from a suspicious Customer account, Unitz will investigate the situation until it has reached an adequate resolution, as determined by Unitz in its sole discretion. The investigation or resolution may require the involvement of certain third parties, such as an applicable credit card company. Such an investigation may require Unitz to put a hold on an Expert’s account. Unitz will make commercially reasonable efforts not to exceed a 90 day hold on an Expert’s account during such an investigation.
Unitz disclaims any warranty that its billing and payment system is without error. If a Supplier believes there is a problem with Unitz’s billing or payment system, the Supplier should notify Unitz by email to email@example.com within thirty (30) days of such problem. Upon receipt of the notification of such a problem, Unitz will, in good faith, work to remedy any alleged payment errors.
11. Question Value
You are prohibited from negotiating payment with a User, regarding answers you post to the Site, unless expressly allowed by Unitz.
12. Expert Accounts and Relationship to Unitz
You may not share your account with, nor use the account of, anyone else. You will be solely and fully liable and responsible for all activities and answers provided under your username and account. In addition, if any Unitz account of yours has been suspended or terminated, you may not open another account on the Site.
No relationship (such as partnership, agent, joint venturer, or employee) between you and Unitz is created by this Agreement or your participation on the Site. You acknowledge that you are not an employee or agent of Unitz but are, like Customers, only Users of the Site. You shall act in accordance with this status and shall not hold yourself out as an officer, employee or agent of Unitz, nor make any claim based on any right or privilege applicable to Unitz’s employees. Under no circumstances shall you look to Unitz as your employer, or as a partner, agent, or principal. Nothing regarding your participation on the Site will be considered as an endorsement, referral or recommendation by Unitz of you or the answers you provide and you will not, either on the Site or in any other forum or by any other means, suggest such an endorsement.
It is the express intention of Unitz and the Supplier that the Supplier be an independent contractor. Nothing in this Agreement shall in any way be construed to constitute the Supplier as an agent, employee, or representative of Unitz. Without limiting the generality of the foregoing, the Supplier is not authorized to bind Unitz to any liability or obligation or to represent that the Supplier has any such authority. Supplier agrees to furnish all tools and materials necessary to answer questions on the Site and shall incur all expenses associated with such performance. Suppliers will receive no Unitz-sponsored benefits such as, but not limited to, paid vacation, sick leave, medical insurance.
13. Limited Exclusivity and Other Agreements
By agreeing to this Expert Agreement and completing the online registration process, you are agreeing that:
(a) You will not post – or authorize anyone else to post – any portion of your calls or answers on Unitz or any other fee-based question-and-answer website, unless that question-and-answer component is via the Unitz referral program or it is a website on which you are the only person answering questions. This does not prohibit you from providing the same substantive answer to a question, but only from providing it using the same words as used on the Site.
(b) The provisions of this Agreement are not intended to prevent you from practicing your profession, but only from engaging in the limited activity described therein.
(c) You will not make any statement that disparages Unitz, its services, products, directors, officers, employees, shareholders or agents, except as required by law or in communications exclusively to Unitz.
(d) You will not provide information on any other websites about Unitz, unless you expressly state that your statements are not made on behalf of and have not been approved by Unitz.
(e) You will not use any automated programs to automatically lock questions that are posted on the Unitz website or respond to messages sent to you.
You acknowledge that Unitz and its licensors and suppliers own the rights to the Unitz website and the content displayed on the Site other than Posts. You shall not modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Unitz website, any software distributed by or assist any other person or entity in doing so. You acknowledge that all content, including, but not limited to, text, software, music, sound, photographs, video, graphics or other material contained in listings, sponsor advertisements or email-distributed, commercially produced information presented to you by the Service, by Unitz, Users, or Unitz advertisers or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Service, whether done directly or through intermediaries (including, but not limited to, by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds), including, but not limited to, code and software for commercial purposes. For permission to use third-party materials appearing on the Site, please contact the copyright owner. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.
Any access to or use of Unitz to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of or interoperation with Unitz (including, without limitation, to access content, post content, cross-post content, re-post content, respond or reply to content, verify content, transmit content, create accounts, verify accounts, use accounts, circumvent and/or automate technological security measures or restrictions, or flag content) without the prior written authorization of Unitz is prohibited. This prohibition specifically applies to, but is not limited to, software, programs, applications, and services for use or operation on or by any computer and/or any electronic, wireless and/or mobile device, technology, or product that exists now or in the future.
If you access Unitz or copy, display, distribute, perform, or create derivative works from content displayed on the Site or other intellectual property in violation of this Agreement, your access, copying, display, distribution, performance, or derivative work is unauthorized. Circumvention of any technological restriction or security measure on Unitz or any provision of this Agreement that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of Unitz web pages on your computer or computer server constitute “copies” under the Copyright Act.
You agree that Posts on the Site, materials, ideas, comments, and testimonials that you submit on the Site or other venues, including, but not limited to, the Unitz blogs and the Unitz venues on www.facebook.com, www.instagram.com, www.twitter.com, www.linkedin.com, www.youtube.com, www.pinterest.com, plus.google.com, www.flickr.com, or to the Site administrator or any employee, officer or agent of Unitz (“User Content”), will not be considered confidential and may be used by Unitz, in its sole discretion, without any obligation to compensate you for the use of or to return any submitted materials. You also agree that Unitz owns, and has the right to register in its name, trademarks and service marks for any category names that you create on Unitz, so do not use a category name that you want to reserve for your own benefit. Unitz may use other trademarks or service marks in lieu of the category names that you create.
You grant to Unitz a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform, extract and create derivative works thereof, that you have in your Posts, recorded calls, and User Content, in any media now known or not currently known, with respect to any such Posts and other User Content.
15. No Endorsement of Non-Unitz Entity; No Relationship with Users
Unitz may endeavor to offer to its Users products and services offered by non-Unitz entities. The Site may contain links to third party websites and service providers (collectively, “Third Party Services”) that are not owned or controlled by Unitz. Unitz has no control over and assumes no responsibility for the content, practices, and privacy policies of such Third Party Services. Unitz encourages you to, and you acknowledge that you are solely responsible for, reviewing and complying with any third party terms and conditions and privacy policies. Unitz cannot and will not censor or edit the content of any Third Party Service. Placement of information, logos, links, or names of such non-Unitz entities on the Site does not constitute an endorsement or warranty of these entities, their products or services. By using this Site, you agree that Unitz is not responsible for, and you take full responsibility for, a decision to visit or patronize any such Third Party Service or entity, you hold Unitz harmless from any and all liability arising from such actions, and you expressly relieve Unitz from all liability arising from your use of Third Party Services. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ANY OPINION, ANSWER OR OTHER CONTENT AVAILABLE THROUGH THE SITE FROM THIRD PARTIES OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ANSWER, PRODUCT, SERVICE, OR OTHER CONTENT.
16. Information Control and Storage
We do not control the information provided by Users, which you may find to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Site. There are also risks of dealing with underage persons or people acting under false pretenses. Additionally, there may be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and that Unitz is not responsible for the acts or omissions of Users on the Site.
The amount of storage space per User is currently limited. You agree that Unitz is not responsible or liable for the deletion or failure to store content and/or other information.
17. Exclusion of Warranties
UNITZ SERVICES, SOFTWARES, AND RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THIS SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. UNITZ DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UNDER NO CIRCUMSTANCES WILL UNITZ BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE, FROM THIRD PARTIES (SUCH AS SUPPLIERS OR OTHERS) OR A LINKED SITE, OR USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A THIRD PARTY OR A LINKED SITE. USE OF THIS SITE IS AT USERS’ SOLE RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UNITZ OR THROUGH OR FROM THE Unitz SERVICES SHALL CREATE ANY WARRANTY.
18. Right to Discontinue
At any time, with or without notice, for any or no reason, and in its sole discretion, Unitz reserves the right to modify or discontinue any portion or all of the Site or the Services. Supplier has no rights in and to the Site and Services. You are never required to answer any questions posted on the website or asked on a call.
19. Press Releases and Third-Party Press about Unitz
The Site may contain press releases and other information about Unitz. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by Unitz. Likewise, third-party press about Unitz or the Site should not be relied upon as being provided or endorsed by Unitz.
You agree to indemnify and hold Unitz, any and all parent, subsidiary and affiliate organizations, officers, directors, agents, shareholders, consultants, employees, successors, and assigns harmless from and against all losses, costs, liabilities and expenses, including reasonable attorneys’ fees, asserted by any third party that are in any way due to, or arising out of, your use of or conduct on the Site, including, without limitation, that results from any answer provided or relied upon on the Site.
21. Dispute Resolution: Mediation and Arbitration
This Section 21 may be referred to as the parties’ “Dispute Resolution Agreement.” If you have a dispute with Unitz or if Unitz has a dispute with you and such dispute cannot be resolved informally, such dispute will be resolved on an individual basis in accordance with the provisions set forth below:
(a) Informal Resolution. Prior to initiating mediation or arbitration, the party with a grievance must:
(1) Notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to the email address on file with Unitz, or Unitz Company Limited, 246 Phan Xich Long, Ward 7, Phu Nhuan District, Ho Chi Minh City, Vietnam or firstname.lastname@example.org, whichever is applicable (“Dispute Notification”);
(2) The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond.
(3) The other party then has 15 days to reply to the response.
(b)Mediation.. If the dispute is not resolved informally, either party may make a demand for mediation, with the other party’s consent, shall be resolved by the Vietnam International Arbitration Center (VIAC). The language of arbitration is Vietnamese.
(i) Mutual agreement to arbitrate. If mediation does not occur or if mediation does not resolve the dispute, then both parties agree that all disputes between them, including without limitation, those disputes arising out of or related to this Agreement, the Services provided under this Agreement, the termination of this Agreement, the use of the Site, and the “Terms” as defined in the Agreement, shall be determined exclusively by final and binding arbitration before a single, neutral arbitrator as described herein.
(ii) Covered claims. Claims subject to arbitration under this Dispute Resolution Agreement include, but are not limited to, the following types of claims between and among Expert on the one hand, and Unitz, its subsidiaries, affiliates, shareholders, officers, directors, employees, benefit plans, or agents, any alleged joint employers, and any of Unitz’s Users (including Customers and Suppliers), on the other hand: breach of contract; discrimination, harassment, or retaliation; wrongful discharge; negligence or other tort claims including defamation, libel, slander, fraud, invasion of privacy, and infliction of emotional distress; claims for wages, overtime, benefits, or other compensation; and all other statutory, regulatory, contractual, or tort claims or claims of violation of country statute, ordinance, provision, or doctrine. Except as provided below, the parties voluntarily waive all rights to trial in court before a judge or jury on claims between them. Judgment upon the arbitrator's award may be entered in any court of competent jurisdiction. The only disputes and actions excluded from this Dispute Resolution Agreement are: (a) actions to enforce this Dispute Resolution Agreement, compel arbitration, or claims by either party seeking temporary injunctive relief prior to the appointment of the arbitrator; and (b) claims for which this Dispute Resolution Agreement would be invalid as a matter of law. Individual knowingly and voluntarily waives the right to file or seek relief in a court seeking recovery of money damages.
(iii) Arbitration rules and selection of arbitrators. Unless the parties agree otherwise in writing, the VIAC shall administer the resolution of covered disputes pursuant to the Commercial Arbitration Rules and the supplementary procedures for Consumer Related Disputes (collectively, "VIAC rules"). In the event of any inconsistency between this Dispute Resolution Agreement and the applicable rules of the VIAC, this Dispute Resolution Agreement shall govern. The parties shall have 30 days from receipt of a notice of arbitration to select a mutually agreeable arbitrator. If the parties are unable to jointly select the arbitrator, the arbitrator shall be selected as provided in the VIAC’s rules.
(iv) Commencement of arbitration and location of hearing. A party wishing to initiate arbitration must notify the other party in writing by hand delivery or certified mail. The notice must identify the party requesting the arbitration, and it must describe the facts upon which the claim is based, the date and location of any occurrences giving rise to the claim, and the remedy requested. Notice must be sent to the email address on file with Unitz, or Unitz Company Limited, 246 Phan Xich Long, Ward 7, Phu Nhuan District, Ho Chi Minh City, Vietnam or email@example.com, whichever is applicable (“Dispute Notification”);
(v) The payment of filing and arbitration fees will be governed by the relevant VIAC rules
(vii) Waiver of class, collective, and/or representative actions. Supplier understands and agrees that all claims covered by this Dispute Resolution Agreement that Supplier may have against Unitz must be brought in Expert’s individual capacity and not as a plaintiff or class member in any purported class action, collective action or representative action proceeding. Similarly, any claims covered by this Dispute Resolution Agreement that Unitz may have against Expert may not be brought as a plaintiff or class member in any purported class action, collective action or representative action proceeding. Expert understands that there is no right or authority for any dispute covered by this Dispute Resolution Agreement to be heard or arbitrated on a collective action basis, class action basis, as a private attorney general, or on bases involving claims or disputes brought in a representative capacity on behalf of the general public, on behalf of other Unitz company employees (or any of them) or on behalf of other persons alleged to be similarly situated. Expert understands that there are no bench or jury trials and no class actions or representative actions permitted under this Dispute Resolution Agreement. The arbitrator shall not consolidate claims of different Suppliers into one proceeding, nor shall the arbitrator have the power to hear arbitration as a class action, collective action, or representative action. Any disputes regarding the enforceability or scope of this provision including, but not limited to, whether class, collective, or representative actions are authorized in arbitration by this Dispute Resolution Agreement, shall be decided by a court of competent jurisdiction rather than by an arbitrator.
(viii) Form of the award. The arbitrator shall render a written award setting forth his or her findings of fact and conclusions of law.
(ix) WAIVER OF JURY TRIAL. EXCEPT AS PROVIDED EXPRESSLY HEREIN, THE PARTIES VOLUNTARILY WAIVE ALL RIGHTS TO A TRIAL IN COURT BEFORE A JUDGE OR JURY ON ALL CLAIMS BETWEEN THEM COVERED BY THIS AGREEMENT.
(x) Governing law applicable to this Dispute Resolution Agreement. The parties acknowledge that Section 21 contains the parties' "Dispute Resolution Agreement"; that this Dispute Resolution Agreement is made in the course of interstate commerce and the parties are subject to the VIAC for purposes of the Dispute Resolution Agreement. This choice of law provision applies only to this Dispute Resolution Agreement, and not to the rest of this Agreement or Terms.
(xi) Attorney’s fees; survival; and right to consult. The arbitrator shall award attorney’s fees and costs to the prevailing party in any arbitration arising out of or relating to this Agreement, the Terms, and where otherwise provided by applicable law. This Dispute Resolution Agreement section shall survive termination of this Agreement. Supplier acknowledges and agrees that he/she is entering into this Dispute Resolution Agreement voluntarily and without any duress or undue influence by Unitz or anyone else. Supplier further acknowledges and agrees that he/she has carefully read this Dispute Resolution Agreement and that Supplier has asked any questions needed for Supplier to understand the terms, consequences and binding effect of this Dispute Resolution Agreement and fully understand it, including that Supplier is waiving his/her right to a jury trial. Finally, Supplier agrees that he/she has been provided an opportunity to seek the advice of an attorney of Supplier’s choice before agreeing to this Dispute Resolution Agreement.
Failure to enforce any provision of this Agreement by Unitz shall not constitute a waiver of any provision by Unitz. If any provision of this Agreement is deemed invalid or unenforceable, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of the Agreement. All provisions not affected by the invalidity shall remain in full force and effect.
Headings in this and Related Agreements are for purposes of reference only and shall not limit or otherwise affect the meaning of the Terms.
You agree that Unitz may assign the Terms to any other entity of its choosing, with or without notice to you. You may not assign the Terms to any other party for any reason. Unitz shall not be deemed to have waived any of its rights or remedies unless such waiver is in writing and signed by an authorized officer of Unitz. No delay or omission on the part of Unitz in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions.
Certain sections of this Agreement, by their terms, survive the termination of this Agreement.