EMoveHelp.com - Find Moving Help for your next move.

EMoveHelp Affiliate Agreement

AGREEMENT:

You acknowledge and agree to the following terms and conditions when You use the E Move Help MarketPlace. Our responsibilities are specific and limited to the terms of this Agreement. You must read, agree with, and accept all of the terms and conditions contained in this Agreement which are those terms, conditions and definitions expressly set out below

1. Definitions:

A. The following is a non-exhaustive list of definitions that shall apply to the use of this E Move Help MarketPlace; other definitions are included through out the text:

.	"You", "Your", "User", "E Move Help Help Affiliate", "Service Provider", "service provider" - you, individually, or on behalf of, an entity, organization or corporation, who desires to provide services, such as moving help services and others, to the consuming public.;

.	"We", "Us", "Our" - EMoveHelp, Inc., a Corporation with principal place of business in Fort Myers, Florida;

.	"Services" - The services that You offer to provide and/or provide to the consuming public ;

.	"E Move Help MarketPlace" : Our E Move Help MarketPlace located at movinghelp.emovehelp.com

.	"Customer(s)" - individual who desires to obtain Services;

.	"Agreement" - the agreement for use of the E Move Help MarketPlace;

1. Common Sense and Business Judgment: You agree to use common sense and good business judgment when using the E Move Help MarketPlace.

2. Modification: Once you accept the terms and conditions of this Agreement, You hereby agree and acknowledge that at anytime and in Our sole discretion, We may effectively modify the terms and conditions of this Agreement by posting the modified Agreement with its new terms and conditions on the E Move Help MarketPlace. All modified terms and conditions shall take effect immediately after posting to the E Move Help MarketPlace. You agree and consent to any and all modified terms and conditions hereunder. This Agreement may not be modified, amended, and/or changed by You in any manner. Furthermore, You agree that We may modify this Agreement or discontinue Our E Move Help MarketPlace at anytime and without notice and without any liability or responsibility to You.

3. Other Terms and Conditions: You acknowledge and agree that We have the sole discretion to set forth and post additional terms and conditions for Your use of the E Move Help MarketPlace at various places throughout the E Move Help MarketPlace. You agree that those additional terms and conditions shall be considered an effective amendment to this Agreement and said terms and conditions shall be incorporated herein. Furthermore, You expressly agree that if there is any conflict between those additional terms and conditions and the specific terms and conditions set forth herein, the terms and conditions set forth herein shall govern.

4. Neutral Venue and Digital Clearinghouse: We and Our E Move Help MarketPlace function solely as a neutral venue and digital clearinghouse. We are the neutral venue for the connection between You and the Customer. We do not provide any endorsement for You or Your Services, You acknowledge and agree that We do not provide the Services and We are not in any way responsible for assisting You in any manner with Your provision of the Services. We cannot and will not guarantee the ability of a Customer to complete payment for any of the provided Services. Furthermore, due to the difficulty of individual authentication, especially on the Internet, We cannot and will not in any manner verify or confirm the identity or ability of a Customer to pay for the provided Services. You acknowledge and agree that any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to the Services are not provided by Us and are specifically and solely between You and the Customer.

5. Labor Only: You agree that the E Move Help MarketPlace is for labor only and that the Services that You provide will only involve labor. You agree that You will not use Your participation in the E Move Help Marketplace as a means to sell or market any types of goods or products.

6. Disputes: Because we are a neutral venue (as explained above), We are not responsible for resolving any disputes between You and the Customer regarding the Services. All disputes must be resolved between You and the Customer. Therefore, if We are contacted by a Customer who claims to have a dispute with You regarding the Services and they request Your contact information (including but not limited to any of Your provided phone numbers and/or addresses) to settle the dispute, You expressly authorize us to release Your provided contact information to the Customer and You agree to release us from any and all liability associated therewith.

7. Effective Offer and Acceptance for Services: You agree and acknowledge that when a request for the Services has been submitted to You by a Customer, the Customer has effectively communicated an offer to You to enter into a transaction for the Services. Furthermore, if You accept the request, You and the Customer have entered into a transaction for the Services. You represent and warrant that You shall satisfy and perform the Services according to all agreed upon terms and conditions.

8. E Move Help MarketPlace Fee: We are considered to be the neutral venue for the connection between You and the Customer. When that connection results in a transaction between You and the Customer, We charge a "E Move Help MarketPlace Fee". Our E Move Help MarketPlace Fee is NOT an additional charge to the total amount for the Services and is calculated as 10% from the total amount of the Services. You acknowledge and agree that We are entitled to receive an E Move Help MarketPlace Fee. We reserve the right to change Our E Move Help MarketPlace Fee from time to time. Our changes to the E Move Help MarketPlace Fee are effective immediately after posting the changes on the E Move Help MarketPlace.

You agree that Our E Move Help MarketPlace Fee is not an additional amount to be charged or collected in addition to the total amount charged for the Services.

9. Payment for Services: You acknowledge and agree that payment for the Services will be made pursuant to the provision of the Payment Authorization Code ("Code") to You by the Customer. Payments for the Services shall be released to You upon Your input of the Code. You acknowledge and agree that We do not have any responsibility for the payment for the Services nor are We responsible for provision of the Code. The Customer is solely responsible for payment for the Services and it is the sole responsibility of the Customer to provide You with the Code. Furthermore, We specifically disclaim any representation or warranty that the Customer will provide You with the Code. We can not and will not guarantee Customer's obligation to provide You with the Code.

10. Your Financial Obligation to Us: By entering the Code you represent and warrant the following: (1) The Customer has voluntarily and knowingly provided You with the Code; (2) The Services have been completed; (3) Your payment for the Services will be the total amount charged for such Services less Our E Move Help MarketPlace Fee; and (4) You accept and agree to the E Move Help MarketPlace Fee, and; (5) You have not otherwise violated the terms and conditions of this Agreement.

11. Additional Services: If at any time, and for any reason, the scope of the Services has changed in such a manner that in addition to the agreed upon Services, You provide additional Services, and You charge the Customer for those additional Services, You agree to do the following: (1) You will promptly report to Us the additional Services that were provided; (2) You will report to Us the total amounts charged for such Services, and; (3) You agree to remit payment to Us, as an additional E Move Help MarketPlace Fee, calculated as 10% from the total amount charged by You for those additional Services. Your obligations to report and remit payment to Us under this provision shall be performed no later than ten (10) calendar days from the date that the additional Services were provided.

12. Authorization to credit and debit account:

You irrevocably and expressly authorize Us to credit any monies to the account that You have identified for Us.

You irrevocably and expressly authorize Us to withhold any monies and/or debit any monies from any account that You have identified to Us for any charge backs, fees, 
costs, deductions, adjustments and any other amounts owed to Us.

We reserve Our rights to all actions and remedies in connection with any monies owed to Us.

You will indemnify, defend and hold Us harmless for any claims, demands or causes of actions that we take toward any identified account pursuant to this Section.

13. Prohibited actions regarding the E Move Help MarketPlace

A. Fees and Customers:

You shall NOT:

.	Charge to, or in any way attempt to collect from, the Customer, as an additional charge to the total amount agreed upon for the Services, Our E Move Help MarketPlace Fee, or;

.	Represent or communicate to the Customer that You are to collect Our E Move Help MarketPlace Fee.

B. Our right to E Move Help MarketPlace Fees. You shall NOT, and shall NOT cause another person or entity to engage in any conduct, act or behavior intended or designed to circumvent or avoid, in any manner, Our right to an E Move Help MarketPlace Fee.

1. Specifically, You shall NOT do the following:

.	Enter into any transaction, letter of intent or memorandum of understanding, written or verbal, formal or informal agreement, with a Customer, that circumvents or avoids Our right to an E Move Help MarketPlace Fee;

.	Communicate or correspond, whether by written, verbal, or electronic means, with a Customer, for the purpose of entering into an agreement or transaction that circumvents or avoids Our right to an E Move Help MarketPlace Fee.

C. Prohibited actions regarding Customer Reviews:

You acknowledge that the key component and integrity of the E Move Help MarketPlace is the ability of Customers to make comments about You and/or Your services (whether positive, neutral or negative) AND for other Customers to read and evaluate those reviews and make voluntary choices based upon those reviews. Therefore, in order to preserve the key component and integrity of the E Move Help MarketPlace, You shall NOT:

.	Improperly influence in any manner, or cause another to, improperly influence in any manner the review of the Customer;

.	Post and/or cut and paste and/or copy the content of a Customer review from the E Move Help MarketPlace to Your own personal or business web site, to any other third party web site and/or on any of Your own personal, business or third party marketing/advertising materials regardless of the form;

.	Post or attempt to post, in any manner or by any means, a review on Your own Moving Help account or the account of any other Moving Help Affiliate.

14. Unpaid E Move Help MarketPlace Fees: If, for any reason, any E Move Help MarketPlace Fees have not been received or in any manner realized by Us on amounts that have been released and received by You for the Services and any additional Services performed by You ("Unpaid E Move Help MarketPlace Fees"), You agree to pay such Unpaid E Move Help MarketPlace Fees immediately upon receipt of written demand by Us. You also agree to pay any interest charges at 10% per annum, attorney fees, and other costs of collection incurred by Us with respect to any Unpaid E Move Help MarketPlace Fees. You also consent and authorize Us to in Our sole discretion make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

15. Full Disclosure: You acknowledge that the E Move Help MarketPlace exists for the Customer to make a fully informed decision about Your rates, Services offering, policies and procedures. Therefore, You shall disclose to every Customer all of Your rates, Services offerings, policies, procedures and fees that You will charge, including, but not limited to, taxes and/or other service charges. In the event, that You charge "extra fees" (and we are made aware of this fact), We reserve the right to deactivate or remove Your account from the E Move Help MarketPlace.

16. Changes & Cancellations: You acknowledge and agree that the Customer is entitled to make changes to, and cancellations of, the Services. If as a result of such changes by Customer, You are unable to perform the Services, You agree to use all reasonable efforts to timely inform the Customer. You agree to hold Us harmless from any claims, cost, expenses, losses, and liabilities resulting from Customer changes or cancellations.

17. Refund Policy: You agree and acknowledge that if for whatever reason, the Services were not completed or the Customer was not satisfied with the performance of the Services, the Customer may choose not to present the Code to You. Upon this event, the Customer will be entitled to a full and prompt refund of the total amounts charged for the Services. The Customer will not be entitled to a full and prompt refund after the Customer has provided you with the Code. You agree to indemnify, hold harmless and defend Us against any claims asserted or threatened against Us by a Customer.

18. Right to Reject or Remove Moving Help Affiliate: We reserve the absolute right to reject Your participation, or remove you from your current participation, in this E Move Help MarketPlace at any time and for any reason or for no reason and without notice to You. An event that may result in the rejection or removal of Your participation can include but is not limited to: any circumvention of the E Move Help MarketPlace by You or by others at Your direction; Your creation, maintenance and/or management of more than one Service Provider Profile; any failures to verify Your identification verification information; Your circumvention of the E Move Help MarketPlace Fee; any attempt by You to improperly influence, or cause another to, improperly influence the review of the Customer; any attempt by You to harass, or cause another to harass, or commit inappropriate communications with a Customer and/or a failure to deliver the promised Services on time; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with one of Our representatives.

19. Petition for Reinstatement as a Moving Help Affiliate:
Upon Your removal from the E Move Help MarketPlace, You may petition for reinstatement to the E Move Help MarketPlace ONLY if Your removal was NOT based upon the following:

a.	Any attempt by You to, or cause another to, improperly influence the review of a Customer;

b.	Any attempt by You to harass, or cause another to harass, or commit inappropriate communications with a Customer;

c.	Any attempt by You to harass, or cause another to harass, or commit inappropriate communications with one of Our representatives; or

d.	Where you have been charged or convicted of a felony and/or misrepresented the same;

We reserve the right to modify this list from time to time and You expressly agree that You are not entitled to any prior notice of any changes.

Your Petition for Reinstatement must include the following:

a.	A written statement as to why You should be reinstated as a Moving Help Affiliate;

b.	Your contact information; 
Your Petition shall be reviewed by Moving Help at Our discretion and any determination as to Your reinstatement will be based on Our sole judgment.

Your submission of a Petition does not, in any manner, guarantee, that You will be reinstated and We specifically disclaim any and all representations with respect to such guarantee.

We will contact You as to Our decision to reinstate You. We are not obligated to give You any reason or basis as to Our decision. You understand that any decision as to reinstatement may be a simple, yes or no. All decisions are final.

If you are reinstated, you must pay a non-refundable reinstatement fee of $500.00 paid via United States Postal Money Order made payable to EMoveHelp Inc. and mailed to:

EMoveHelp
4085 Hancock Bridge Pkwy.
#111-124 
North Fort Myers, Fl  33903

Account re-activation will be completed upon receipt of payment. Any reinstatement does not in any manner modify or change Your obligations as a Service Provider as described in this Agreement (and/or later modifications thereof) or as described in the E Move Help MarketPlace.

20. Taxes: You are responsible for collecting and remitting any and all taxes associated with the transaction for Services.

21. Record Keeping/Audit: We reserve the right to keep all records of any and all transactions and communications between You and the Customer for E Move Help MarketPlace administration purposes.

22. Non-solicitation: During the term of this Agreement, You shall not solicit to hire nor hire Our employees of whom you become aware of the through the performance of this Agreement. Furthermore, You shall not otherwise interfere with any of Our other business 
relationships including those with Our Customers and other Service Providers.

23. Identification: You agree to submit to the identification verification process by Accurint ID. The verification of Your identity will NOT include a criminal background check or a credit background check.

24. No Felony Convictions: You represent and warrant that You, and any individuals associated with You who will perform the Services, have not been convicted of a felony. Furthermore, You represent or warrant that there are currently no legal proceedings, criminal, civil or administrative, instituted against You that will prevent You from performing the Services.

25. Service Provider Profile: Your profile may contain certain information about You including, but not limited to, Your rates and/or charges, policies and procedures, availability, name and some other personal information. You hereby acknowledge and agree that We are not obligated to allow You to post any information in Your profile including, but not limited to: Your business name; Your phone number and/or any other any information that We reasonably believe may be used to circumvent Our E Move Help MarketPlace Fee; or as may otherwise violate this Agreement.

26. Confidentiality/Non-Disclosure: As a result of the performance of this Agreement and whether due to any intentional or negligent act or omission, We may disclose to You or You may otherwise learn of or discover, Our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of Our business ("Our Information"). You hereby agree and acknowledge that any and all of our information is confidential and shall be Our sole and exclusive intellectual property and proprietary information. You agree to use Our Information only for the specific purposes as allowed by the performance of this Agreement. Any disclosure of Our Information to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of this Agreement.

Furthermore, You acknowledge that Our information is proprietary, confidential and extremely valuable to Us, and that We would be materially damaged by Your disclosure of Our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that We shall be entitled to injunctive relief.

27. Protection of Intellectual Property Content: The E Move Help MarketPlace contains copyrighted material, inventions, know how, potential patentable business method material, design logos, phrases, names, logos or HTML Code ("Intellectual Property Content") all of which, unless otherwise indicated and/or provided pursuant to a third party license, are Our sole property and We retain all appurtenant rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the "look", "feel", "appearance" and "graphic function" of this E Move Help MarketPlace including but not limited to its color combinations, sounds, layouts and designs. You agree and acknowledge that Your use of this E Move Help MarketPlace does not confer upon You any license or permission to use Our (or any third party's) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, or use it in any other way for public or commercial purpose. All other trademarks, service marks and copyrights are held by their rightful owners.

28. Trademark and Domain Name Protection: The E Move Help MarketPlace contains trademarks, trade names, trade dress, service marks, domain names or other indicia of ownership (collectively the "Marks") owned or licensed for use by Us. Unless otherwise agreed to in an Addendum to this Agreement, You agree that no right, property, license, permission or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by You pursuant to the execution, performance or non-performance of this Agreement or any part thereof. You shall in no way contest or deny the validity of, Our right of title to or license of use for, the Marks, and You shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. You shall not utilize the Marks in any manner that would diminish their value or harm their reputation. You shall not use or register any domain name that is identical to or similar to any of the Marks.

29. No Control of Communication or Information and Content: The E Move Help MarketPlace acts as a passive conduit for any and all communication and/or distribution of information. We have no control, editorial or otherwise, over any communication, information, and specifically, over the content of such communication or information. We do not and will not ensure the accuracy or reliability of such communication or information nor will We act as a monitor over the content of such communication for information. However, We do reserve the absolute right to remove or restrict any communication or information that You may post to the E Move Help MarketPlace that is in violation of this Agreement, illegal, threatening, or lewd. You acknowledge and agree that this E Move Help MarketPlace acts as a passive conduit for any of Your on line communication or distribution of content or information.

30. Your Information on the E Move Help MarketPlace
You expressly represent and warrant the following: (1) You are the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that You post on the E Move Help MarketPlace, or; (2) You are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. To only that extent to allow Us to use Your communication, content and/or information and not violate Your rights in the same, You grant to Us a royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to exercise the copyright, publicity and database rights that You have in Your communication, content and/or information. You further represent and warrant that any and all of Your online communication, content and/or information::

1.      Will not violate any federal or state law, regulation, rule, or statute; 
2.	Will not violate the terms of this Agreement; 
3.	Will not infringe any third party's intellectual property rights including but not limited to copyright, patent or trademark rights; 
4.	Will not contain obscene, lewd, or suggestive content and under no circumstances will it contain child pornography; 
5.	Will not be libelous, threatening, harassing or defamatory; 
6.	Will not contain any computer hardware or software, viruses, trojan horses, worms, or any other computer programming that may interfere with the operation of Our E Move Help MarketPlace, operation of any of Our systems and or create or impose a large burden or load on Our E Move Help MarketPlace; 
7.	Will not scan or test the vulnerability or security of Our E Move Help MarketPlace or the system within which it operates; 
8.	Will not be used for commercial or public purposes outside of the requirements of this Agreement; 
9.	Will not create liability for Us in any manner whatsoever; 
10.	Will not frame or link to Our E Move Help MarketPlace without Our written permission; 
11.	Will not involve the upload, or insertion of, any programming language or code into or onto, Our E Move Help MarketPlace, including but not limited to any Service Provider profiles.

You agree to use common sense and good judgment when conducting or posting any online communication or distribution of information. You assume legal responsibility for all damages incurred as a result of any of Your online communication or distribution of information.

31. Copyright Infringement Policy: Pursuant to 17 United States Code 512(c)(2) ("Digital Millennium Copyright Act of 1998"), Our designated agent for notice of alleged copyright infringement appearing on our E Move Help MarketPlace is:

EMoveHelp
4085 Hancock Bridge Pkwy.
#111-124
North Fort Myers, Fl  33903

You need to fulfill the requirements specified in Title II of the Digital Millennium Copyright Act of 1998 to file a notice of infringement. The text of this statute can be found at the U.S. Copyright Office web site, http://lcweb.loc.gov/copyright/.

32. Release/Waiver of Liability: You expressly acknowledge and agree that the transaction and any resulting provision of Services are solely between You and the Customer. Therefore, You hereby waive and release Us (Our officers, directors, agents, representatives, subsidiaries, joint ventures and employees) from any such claims, liabilities, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If You are a California resident, You expressly waive California Civil Code § 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

33. Liability Limit: IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE OR THIS AGREEMENT.

OUR LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES RECEIVED BY US FOR YOUR MOVING HELP TRANSACTIONS, OR (B) $100.00.
Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

34. Arbitration: Except as set forth later in this Section, any dispute, legal controversy, legal action or legal claim arising out of or relating to Our E Move Help MarketPlace or this Agreement shall be settled by mandatory, binding arbitration. The arbitration shall be conducted by one (1) independent arbitrator familiar with the online/e-commerce industry, and in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree, the selection shall be made by AAA pursuant to the AAA Commercial Arbitration Rules. The findings of the arbitrator may not change the express terms of this Agreement and shall be consistent with the arbitrator's understanding of the findings a court of proper jurisdiction would make in applying the applicable law to the facts underlying the dispute. This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator shall be binding with no right to appeal. The arbitrator shall at no time award injunctive relief. The arbitrator shall at no time award relief in excess of that provided for in the Agreement and furthermore, in any event, an arbitration award shall not include an award of punitive damages and the parties hereby waive the right to recover punitive damages. Each party shall pay its own expenses of arbitration and the expense of the arbitrator shall be shared equally. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or action or controversy of any other party. The arbitration shall be conducted in Phoenix, Arizona, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The laws of the State of Florida shall exclusively apply in any arbitration. Should either party file any action contrary to this provision, the other party may recover reasonable attorney fees and reasonable costs. You expressly consent that this arbitration clause does not in any manner prohibit or preclude Us from seeking to obtain an injunction relating to, among other things, Our E Move Help MarketPlace or Our intellectual property in an appropriate Arizona court of law.

35. Waiver of Jury Trial: If for any reason the above provision requiring arbitration is declared unenforceable, void, or voidable, or if any action or judicial proceeding is permitted other than as contemplated by these provisions, each party waives any right it may have to a trial by jury and consents to the venue of such action in Fort Myers, Florida.

36. Indemnification: You shall indemnify, defend and hold harmless, Us, Our directors, officers, agents, representatives, subsidiaries, joint ventures, employees, subcontractors and independent contractors, and each of them, from and against any and all claims, demands, causes of action, costs, damages, expenses, losses and liabilities (including reasonable attorney fees), incurred or to be incurred, arising out of or resulting from: the performance of the Services undertaken to be performed directly or indirectly hereunder; Your negligent or intentional acts or omissions; any breach of this Agreement, the conduct of Your business; Your violation of and federal or state law, rule or regulation; or Your violation of any third party rights specifically including any third party intellectual property rights.

37. Qualification for Use of Our E Move Help MarketPlace: In order to qualify to use Our E Move Help MarketPlace, You must be able to enter into a legally binding contract under applicable law. You represent and warrant that You have the authority to enter into a legally binding contract on behalf of yourself, and/or on behalf of the group, entity, organization, or corporation that You represent. Our E Move Help MarketPlace is not intended or provided for use by minors (persons under the age of eighteen) (18). Our E Move Help MarketPlace is also not intended to be accessed or used by suspended or terminated E Move Help MarketPlace member.

38. Termination: We have the right to terminate this Agreement at any time with or without cause and without any notice to You. The confidentiality/non-disclosure obligations of this Agreement shall survive the termination of this Agreement.

39. Independent Contractor: You hereby agree and acknowledge that Your execution of this Agreement, Your provision of the Services and/or Your use of the E Move Help MarketPlace, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with Us and furthermore that no affiliation, association or connection exists between You and Us.

40. Assignment: This Agreement may be assigned and transferred by Us to a third party at anytime and without notice to You. This Agreement may NOT be assigned by You.

41. Amendment: No alteration or amendment of this Agreement, or waiver of any of its provisions shall be binding upon either party hereto unless the same be agreed to in writing by duly authorized representative of the parties.

42. Survival: The following provisions of this Agreement shall survive any termination of this Agreement or any termination of Your participation in the E Move Help MarketPlace:

4, 6, 7, 11, 12, 14, 21, 26, 27, 32, 33, 34, 35, 36

43. Severability: Each provision of this Agreement is intended to be severable. If any term, covenant, condition, or other provision herein is unlawful, invalid or unenforceable for any reason whatsoever, and such illegality, invalidity or unenforceability does not affect the remaining parts of this Agreement, then all such remaining parts hereof shall be valid and enforceable and have full force and effect as though the invalid or unenforceable provisions had not been included. A waiver of any part of or performance under this Agreement shall not constitute a waiver of the whole.

44. Headings: The headings contained in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.

45. Integration: This Agreement supersedes any and all prior discussions and agreements and the parties in this Agreement to the extent set forth herein contains the sole, final and complete expression and understanding between the parties hereto with respect to the transactions contemplated hereby.

46. No Third Party Beneficiaries: No person other than the parties hereto, shall have any rights or claims under this Agreement.

47. Compliance with Laws: You agree that it is your sole obligation to comply with all laws, rules, statutes and regulations that may apply including any and all state and federal licensing requirements.

48. Governing Law: This Agreement shall be governed by the laws of the State of Florida. In the event that injunctive relief is sought by Us, the courts of Lee County, Florida and/or the United States District Court for the District of Florida shall have exclusive jurisdiction over any dispute arising under this Agreement. All other disputes shall be resolved in accordance with the mandatory, binding arbitration provision in this Agreement.

49. Your Security Practices With Regard to Customer Information: You agree to immediately implement (if You have not done so already) and maintain reasonable security procedures and practices to protect Customer information from unauthorized access, destruction, use, modification or disclosure.

By clicking I AGREE, I affirm that I have read, understood, and agreed to all the terms and conditions of the EMoveHelp Affiliate Agreement.