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Your access and use of the Services constitute your agreement to be bound by these Terms, which establishes a contractual relationship between you and Tini’s. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Tini’s may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
These Terms contain an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt out of the agreement to arbitrate (see Section 8 “Dispute Resolution”) no later than 30 days after the date you accept these Terms for the first time. Unless you opt out: (1) you will only be permitted to pursue claims against Tini’s on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive and declaratory relief) on an individual basis.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
Tini’s may amend the Terms related to the Services from time to time. Amendments will be effective upon Tini’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
We enable individuals seeking childcare services to post jobs on the application, and we enable individuals to provide care services to post profiles on the application and apply for jobs. The Services contain a technology platform that enables users of Tini’s mobile applications (and may include websites at some point) provided as part of the Services to arrange and schedule childcare services with independent third party providers of such services. Unless otherwise agreed by Tini’s in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. The users seeking childcare services are the potential employers of childcare providers and are responsible for compliance with all applicable employment and other laws in connection with relationships they establish. YOU ACKNOWLEDGE THAT TINI’S DOES NOT PROVIDE CHILDCARE SERVICES OR FUNCTION AS A CHILDCARE PROVIDER.
Subject to your compliance with these Terms, Tini’s grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use our applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Tini’s.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Tini’s; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
The Services and all rights therein are and shall remain Tini’s property, or the property of Tini’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Tini’s, or any third party’s, company names, logos, product and service names, trademarks or services marks or those of Tini’s licensors.
In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 16 years of age, or the age of legal majority in your jurisdiction (if different than 16), to obtain an Account. Account registration requires you to submit to Tini’s certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (through an accepted payment partner). You agree to maintain accurate, complete and up-to-date information in your Account. Your failure to maintain accurate, complete and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Tini’s termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Tini’s in writing, you may only possess one Account.
The Services are not available for use by persons under the age of 16. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not in your use of the Services cause nuisance, annoyance, inconvenience or property damage, whether to any third party provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
By creating an Account, you agree that we may send you informational text (SMS) messages as part of the Services. You may opt out of receiving text messages from us at any time by emailing email@example.com. You acknowledge that opting out of receiving text messages may affect your use of the Services.
Tini’s may, in Tini’s’ sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a third party provider’s services, subject to any additional terms that Tini’s establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Tini’s; (iii) may be disabled by Tini’s at any time for any reason without liability to Tini’s; (iv) may only be used pursuant to the specific terms that Tini’s establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Tini’s reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Tini’s determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal or in violation of the applicable Promo Code terms or these Terms.
Tini’s may, in Tini’s’ sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Tini’s through the Services textual, audio and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Tini’s, you grant Tini’s a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, and to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Tini’s’ business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Tini’s the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Tini’s’ use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree that you will not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful or otherwise offensive, as determined by Tini’s in its sole discretion, whether or not such material may be protected by law. Tini’s may, but shall not be obligated to, review, monitor or remove User Content, at Tini’s sole discretion and at any time and for any reason, without notice to you.
Content is primarily user generated, and we do not control or vet user generated content for accuracy. Tini’s does not assume any responsibility for the accuracy or reliability of any information provided by users in connection with ParentsPal or the Services.
Tini’s is not responsible for the conduct, whether online or offline, of any provider of childcare services, seeker of childcare services, or other user of ParentsPal or the Services. Moreover, Tini’s does not assume and expressly disclaims any liability that may result from the use of information provided in connection with the Services. All Users hereby expressly agree not to hold Tini’s (or Tini’s officers, directors, shareholders, employees, subsidiaries, other affiliates, successors, assignees, agents or representatives, advertisers, marketing partners, licensors, independent contractors, corporate partners (collectively, “Affiliates”) liable for the actions or inactions of any childcare provider or childcare seeker, or other third party, or for any information, instruction, advice or services which originated through the Services, and, to the maximum extent permissible under applicable law, Tini’s and its Affiliates expressly disclaims any liability whatsoever for any damage, suits, claims and/or controversies that have arisen or may arise, whether known or unknown therefrom.
Users are solely responsible for interviewing, performing background and reference checks on, verifying information provided by, and selecting an appropriate childcare provider or childcare seeker for themselves or their family.
To be eligible to use our Services, you must meet the following criteria:
If you are seeking childcare services, you may use your account only to find care for yourself, your parents, your children, your grandchildren or individuals for whom you are otherwise the legal guardian. If you are a childcare provider, you may use your Account only to find childcare jobs for yourself. You are responsible for all activity on, and use of, your account, and you may not assign or otherwise transfer your Account to any other person or entity.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and applications and any updates thereto. Tini’s does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
In order to protect our users from prohibited activity, we reserve the right to take appropriate actions, including but not limited to restricting the information a user may view or the amount of emails a user may send to an amount which we deem appropriate in our sole discretion. Further, in order to protect the integrity of the Services, Tini’s reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Services.
Should Tini’s find that you violated these Terms, Tini’s reserves the right, at its sole discretion, to immediately terminate your use of the Services. By using the Services, you agree that Tini’s may assess, and you will be obligated to pay, a $10,000 daily penalty for scraping, either in a manual or automatic manner, user information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise mis-using or mis-appropriating content connected with the Services, including but not limited to, use on a “mirrored”, competitive or third-party site. This fee shall be in addition to any other rights Tini’s may have under these Terms or applicable law.
You understand that use of the Services may result in charges to you for the services or goods you receive from a third party provider (“Charges”). For receiving services or goods obtained through your use of the Service, Tini’s may provide access to a third party payment processing service to assist you in facilitating that payment. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the third party provider. You are responsible for paying and reporting all applicable taxes (including local, state and federal). Tini’s may charge a service fee related to your use of the application. Charges paid by you to Tini’s are final and non-refundable, unless otherwise determined by Tini’s.
All Charges due to any third party provider are due immediately and payment may be facilitated by Tini’s using the preferred payment method designated in your Account. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Tini’s may restrict or block further use of the application by you.
As between you and Tini’s, Tini’s reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Tini’s sole discretion. Tini’s may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applicable to you.
Any representation by Tini’s (on Tini’s website, in any application, or in Tini’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that Tini’s provides any additional amounts, beyond those described above, to the third party provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any third party provider who provides you with services or goods obtained through the Services, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Services, you may have the opportunity to rate your experience and leave additional feedback about your third party provider.
Should Tini’s determine that you are not eligible to use the Services, have violated any terms stated herein, are not suitable for participation as a registered user, or have mis-used or mis-appropriated content, including but not limited to use on a “mirrored,” competitive, or third-party site, Tini’s reserves the right, at its sole discretion, to immediately terminate your access to all or part of the Services, to remove your profile and/or any content posted by or about you from ParentsPal or elsewhere, and/or to terminate your registration in Tini’s, with or without notice. Upon termination, Tini’s shall be under no obligation to provide you with a copy of any content posted by or about you in connection with the Services.
In any event, Tini’s also reserves the right, in its sole discretion, to terminate your access to all or part of the Services, to remove your profile and/or any content posted by or about you from ParentsPal or elsewhere, and/or to terminate your registration with Tini’s, for any reason or no reason, with or without notice. If we terminate your registration, we have no obligation to notify you of the reason, if any, for your termination.
Following any termination of any individual’s use of the Services, Tini’s reserves the right to send a notice thereof to other users with whom we believe the individual has corresponded.
Our decision to terminate an individual’s registration and/or to notify other users with whom we believe the individual has corresponded does not constitute, and should not be interpreted or used as information bearing on, the individual’s character, general reputation, personal characteristics, or mode of living.
Links to external sites or services not operated by Tini’s (including external sites that are framed by Tini’s) or inclusion of advertisements do not constitute an endorsement by Tini’s of such sites of the content, products, advertising and other materials presented on such sites or of the products and services that are the subject of such advertisements, but are for users’ reference and convenience.
Users access these sites or services at their own risk. It is the responsibility of the user to evaluate the content and usefulness of the information obtained from other sites or services. Tini’s does not control such sites or services, and is not responsible for their content. Just because Tini’s has hyperlinks to such sites or services does not mean that Tini’s endorses any of the material or services, or has any association with their operators.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TINI’S DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, TINI’S MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES, ANY PROVIDER OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TINI’S DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
TINI’S SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF TINI’S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TINI’S SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF TINI’S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TINI’S SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND TINI’S’ REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY CHILD CARE PROVIDERS MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL TINI’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
TINI’S’ SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE CHILD CARE SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT TINI’S HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
You agree to indemnify and hold Tini’s and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Tini’s use of your User Content; or (iv) your violation of the rights of any third party, including third party providers.
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration between you and Tini’s, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Tini’s are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Tini’s otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration will be conducted by a neutral arbitrator by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
To commence an arbitration, a party must complete a short form, submit it to the AAA, and send a copy to the other party. For more information, see the AAA’s claim filing page, http://www.adr.org/fileacase. You may represent yourself in the arbitration or be represented by an attorney or another representative. Once we receive an arbitration claim from you, we may assert any counterclaims we may have against you.
Unless you and Tini’s otherwise agree, the arbitration will be conducted in Jefferson County, Kentucky. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Tini’s submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court decides that any term or provision of this arbitration agreement other than as relates to class action or consolidation of claims is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this arbitration agreement shall be enforceable as so modified. If a court decides that any of the provisions relating to class actions or consolidation of claims are invalid or unenforceable, then the entirety of this arbitration agreement shall be null and void. The remainder of the Terms will continue to apply.
You can choose to reject this arbitration agreement by mailing us a written opt-out notice (“Opt-Out Notice”) in accordance with the terms of this Section. The Opt-Out Notice must be postmarked no later than 30 days after the date you accept these Terms for the first time. The Opt-Out Notice must state that you do not agree to the arbitration agreement and must include your name, address, phone number and the email address(es) used to log into the Tini’s account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the arbitration agreement. If you opt out of the arbitration agreement, all other terms of these Terms will continue to apply. Option out of the arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding the provisions of the modification-related provisions above, if Tini’s changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing Tini’s written notice of such rejection by mail or hand delivery to: Tini’s Inc., 11109 Oakhurst Road, Louisville, KY 40245 within 30 days of the date such change became effective, as indicated in the “Last update” date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Dispute Resolution” section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and Tini’s in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms are governed by and to be construed in accordance with the laws of the Commonwealth of Kentucky without giving effect to any conflict of law principles, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration agreement provisions. Unless you and we agree otherwise, in the event that the arbitration agreement is found not to apply to you or to a particular claim or dispute (except for small-claims court actions), either as a result of your decision to opt-out of the arbitration agreement or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has risen or may arise between you and Tini’s must be resolved exclusively by a state or federal court located in Jefferson County in the Commonwealth of Kentucky. You and Tini’s agree to submit to the personal jurisdiction of the courts located within Jefferson County, Kentucky for the purpose of litigating all such claims or disputes.
It is Tini’s policy to respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act (“DMCA”). If you believe any materials accessible on or from our Services infringe your copyright, you may request removal of those materials (or access thereto) from the Services by contacting Tini’s copyright agent (identified below) and providing the following information:
Tini’s agent for copyright issues relating to the Services is as follows:
1109 Oakhurst Road
Louisville, Kentucky 40245
In an effort to protect the rights of copyright owners, Tini’s maintains a policy for the termination, in appropriate circumstances, of users of the Services who are repeat infringers.
Tini’s may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Tini’s, with such notice deemed given when received by Tini’s, at any time by first class mail, prepaid postage to Tini’s, Inc., Attn: President, 11109 Oakhurst Road, Louisville, Kentucky 40245.
You may not assign these Terms without Tini’s prior written approval. Tini’s may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Tini’s’ equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Tini’s or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Tini’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Tini’s in writing.
Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. The invalidity, illegality or unenforceability of any term or provision of these Terms shall in no way effect the validity, legality or unenforceability of any other term or provision of these Terms. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms shall be enforceable as so modified. Each affiliate is expressly made a third party beneficiary of this Agreement and may enforce these Terms directly against you. These Terms will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.