3. Compensation. Company shall be entitled to receive compensation as outlined within Exhibit A hereto.
4. Dispute Resolution; Requirement to Mediate. Disputes shall be submitted to a mediation system mutually acceptable to the parties to the Dispute. Suppose the parties cannot agree on a mediation system. In that case, the Dispute shall be submitted to the American Arbitration Association (“AAA”) for mediation and, in accordance with AAA’s Commercial Mediation Rules or Commercial Arbitration Rules, as applicable. Arbitration is not required and will only be pursued if both parties agree.
5. No Waiver of Breach. Company may waive a provision of this Agreement only in writing, signed by an authorized officer of Company or an otherwise designated member of management, and no oral waivers or extensions shall be binding on the parties. The waiver by Company of a breach by Customer shall not operate or be construed as a waiver of any subsequent breach by Customer.
6. Return Of Property. On termination of this Agreement, or whenever requested by the parties, each party shall immediately deliver to the other party all property in its possession, or under its care and control, belonging to the other party to them, including but not limited to equipment and tools.
7. Cancellation. Customer may cancel at any time before their scheduled services but will only be entitled to reimbursement of money paid with written consent from Company, subject to Company's sole discretion. Customer acknowledges that Company may have to cancel, even on late notice. In the event of a cancellation by Company, Company will credit the appointment to Customer's account with Company. In the event of a credit on Customer's account at the termination of Company's providing of services, Customer shall be entitled to reimbursement of their account balance."
8. Indemnification. Customer agrees to defend, indemnify, and hold harmless Company and each of its officers, directors, partners, managers, employees, equity holders, parents, subsidiaries, and affiliates from Damages, including, without limitation, reasonable attorney’s fees and other costs and expenses incurred in pursuing or defending such Damages, arising out of, resulting from, or in connection with this Agreement. All actions performed by the Customer pursuant to this Agreement shall be at the sole risk of the Customer.
9. Severability. If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof; and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
10. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of Florida and shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to such state's conflict of laws principles that would defer to or result in the application of the substantive laws of another jurisdiction.
11. Jurisdiction and Venue. Each Party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Middle District of Florida or any court of the State of Florida located in the county of Hillsborough in respect of any claim arising in connection with this Agreement and the transactions contemplated hereby and agrees that any such claim shall be brought only in such court (and waives any objection based on lack of personal jurisdiction, forum non conveniens or any other objection to venue therein).
12. Non-Assignable. Notwithstanding the foregoing, the covenants, terms, and provisions set forth herein shall inure to the benefit of and be enforceable by Company, its successors, assigns and successors in interest, including, without limitation, any corporation with which the Company may be merged or by which it may be acquired. Neither party may assign their rights or delegate their obligations under this Agreement without the prior written consent of the other party to this Agreement.
13. Binding Effect. All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executor, legal representative, heirs, successors, and permitted assigns whether so expressed or not.
14. Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, including by facsimile or electronic signature included in an Adobe PDF file, each of which shall be deemed an original. Still, all such counterparts shall together constitute the same instrument. The execution of counterparts shall not be deemed to constitute delivery of this Agreement by a party until the other party has also executed and delivered their counterparts.