The Affinity Single Portal^TM Charitable Solicitation Registration Services Terms of Service
for Independent and Independent Plus Users
Effective December 1, 2019

TERMS OF SERVICE
INTRODUCTION

Welcome to the Affinity SINGLE PORTAL and www.gosingleportal.com. Please read the following terms and conditions of service (“Terms”) carefully as they contain the legal terms and conditions that you agree to when you access or use the Service (defined below) provided to you by Affinity Resources, LLC (“Affinity,” “we,” “our,” or “us”) through this web site (the “Site”).  Affinity provides an online service that assists non-profit organizations in completing and submitting applications for of state charity registration. Customer (defined below) desires to subscribe to the Affinity Service in order to allow its authorized users (“Users”) to use the Affinity Service on the terms and conditions set forth herein, and Affinity desires to provide access to the Affinity platform and provide the Affinity Service on the terms and conditions set forth herein.
BY ACCESSING OR USING THE SERVICE YOU AGREE TO BE BOUND BY THE TERMS OF SECTION A AND SECTION C BELOW, WHICH CONTAIN PROVISIONS APPLICABLE TO ALL USERS OF THE SERVICE, INCLUDING CASUAL VISITORS TO THE SITE. IF YOU CHOOSE TO REGISTER FOR AND CREATE AN ACCOUNT ON THE SITE, YOU AGREE TO BE BOUND BY THE TERMS SET FORTH IN SECTION B, IN ADDITION TO THE TERMS OF SECTION C.  YOU ALSO ACKNOWLEDGE THAT YOUR SUBMISSION OF THE CREDIT CARD PAYMENT FORM SERVES AS YOUR AGREEMENT TO THESE TERMS.

In the case of inconsistencies between these Terms and information included in off-line materials (e.g., promotional materials and mailers), these Terms shall always govern and take precedence.

SECTION A.    TERMS APPLICABLE TO UNREGISTERED USERS OF THE SITE

1. Availability.  YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND.  You are responsible for obtaining access to any Service and understand that access may involve third party fees (such as Internet service provider or airtime charges).  You are responsible for those third party fees, including those fees associated with the display or delivery of advertisements (if any).  In addition, you must provide and are responsible for all equipment necessary to access the Service.
2. Trademarks.  All brand, product and service names used in the Service which identify Affinity are proprietary marks of Affinity.  All brand, product and service names used in the Service which identify third parties and their products and Service is proprietary marks of such third parties.  Nothing in the Service shall be deemed to confer on any person any license or right on the part of Affinity or any third party with respect to any such image, logo or name.
3. Copyright.  Unless otherwise stated in these Terms or on the Site, Affinity is the owner of all copyright and database rights in the Service and its contents.  You may not publish, distribute, extract, reuse or reproduce any such content in any material form (including photocopying or storing it in any medium by electronic means) other than in accordance with these Terms.
4. External Links.  From time to time Affinity may provide links that will take you to third party website.  These links are provided for your convenience only.  If you decide to access linked website you do so at your own risk.  Affinity does not endorse or take responsibility for the content on other website or the availability of other website and you agree that Affinity is not liable for any loss or damage that you may suffer by using other website.
5. Amendment of Terms.  We reserve the right to amend these Terms agreed to by you from time to time without notice.  Your continued use of the Site constitutes acceptance of any amendments, additions, or modifications to these Terms.

SECTION B.    TERMS APPLICABLE TO REGISTERED USERS

1. Order Process; Agreement.
1. “Agreement” means these Terms and any terms provided or made available to you during the ordering or registration process (“Order Process”) into which these Terms are incorporated, including without limitation all pricing and payment terms. This Agreement is a legal agreement between Affinity and the business entity or person for whom you (“you”) are acting (“Customer”) as the user of the Service to be provided by Affinity under this Agreement.
2. You agree that you are an employee or agent of Customer and are entering into this Agreement for use of the Service by Customer for Customer’s own business purposes.  You hereby agree that you enter into this Agreement on behalf of Customer and that you have the authority to bind Customer to this Agreement.
3. Affinity is willing to provide the Service to Customer only on the condition that you accept all of the terms in this Agreement. By accessing or otherwise using the Service, you acknowledge that you have read this Agreement, understand this Agreement and that Customer agrees to be bound by all of the terms of this Agreement.  You also acknowledge that registering for and creating an account on Site or your installation of any Affinity Agent (defined below) serves as Customer’s agreement to this Agreement.
4. If you do not agree to the terms and conditions of this Agreement, Affinity is unwilling to provide or make the Service available to Customer, and therefore, cancel and do not complete the registration process or otherwise use the Service.  If you do not accept this Agreement, Customer should immediately cease any use of the Service.
5. In the case of inconsistencies between these Terms and information included in other materials (e.g., promotional materials and mailers), these Terms shall always govern and take precedence.  In the case of inconsistencies between these Terms and the Order Process, the Order Process shall always govern and take precedence.
6. Amendment of Terms.  You agree that Affinity retains the right to amend this Agreement and its service offerings and prices at any time, for any reason, upon notice to you.  You agree to review the posting of this Agreement periodically to be aware of such changes.  Continued use of the Services constitutes acceptance of any amendments, additions, or modifications to this Agreement.  Any amendments or modifications made by Affinity shall be prospective only.  You shall be bound by all such modifications, whether or not you have notice thereof. If you continue to use the Service, after any amendments or modifications are made you shall be deemed to have accepted those changes.
2. Service.
1. Description. Users of the Service provide the information necessary for accomplishing the state charity registration. The Platform then uses that information to automatically populate the appropriate application, registration and annual report forms. The user downloads and prints the forms. Affinity provides instructions for submission of the forms to the appropriate state agencies. All information and services are exchanged electronically, between Affinity and the User, via the Internet.
2. No Legal Advice.  Affinity is not a law firm. We are not attorneys. We do not practice law.  Nothing on this Site is represented as legal advice. Always consult your own attorney. This Site and the Service is for informational purposes only; your use of this Site and the Service does not create a relationship with Affinity.
3. Platform.  Subject to the terms and conditions of this Agreement, Affinity shall provide access to and use of the Platform to Customer solely as necessary for Customer to use the Service.  “Platform” means all technology and intellectual property, including any hardware and software, used by Affinity to configure and deliver the Service to Customer in accordance with this Agreement.  “Service” means Affinity’s online service that assists non-profit organizations in completing and submitting applications for of state charity registration provided by Affinity using the Platform pursuant to this Agreement.
4. Access and Use Rights.  Affinity grants you a personal, limited, revocable, non-exclusive and non-transferable right to access and use the Platform and Service.  These rights are exclusive to you and you may not sublicense the use of the Platform. Use of the Service and payment of the Fees (defined below) authorizes a single non-profit organization to use the Service for a period of one year from the date of purchase.  Affinity expressly retains all ownership rights, title and interest in and to all aspects of the Service and the Platform, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Platform.  You may not modify the Platform, create derivative works of the Platform, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Platform that would reveal any source code, trade secrets, know-how or other proprietary information.  These rights shall not be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess or control the source code or any other aspect of the Platform.  You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in the Platform or displayed by, on, or in the Platform.  You may use the Platform only while these Terms remain in effect.  Under no circumstances shall you have any rights of any kind in or to the Platform after any termination or expiration of your agreement to these Terms for any reason.
5. Usernames and Passwords.  Affinity shall provide Customer a unique username and password to enable Customer to access the Platform pursuant to this Agreement. Customer acknowledges and agrees that only the authorized number of users, if applicable, are entitled to access the Platform with the username and password provided to Customer.  Customer is responsible for maintaining the confidentiality of all Customer usernames and passwords, and is solely responsible for all activities that occur under these usernames.  Customer agrees (a) not to allow a third party to use its account, usernames or passwords at any time; and (b) to notify Affinity promptly of any actual or suspected unauthorized use of its account, usernames or passwords, or any other breach or suspected breach of this Agreement.  Affinity reserves the right to terminate any username and password, which Affinity reasonably determines may have been used by an unauthorized third party or an individual other than the Customer to whom such username and password was originally assigned.
6. Usage Data.  “Usage Data” means any and all data collected or generated by Affinity or Customer in connection with the Service (including without limitation, any information of or related to server data and information, login passwords, public keys, network monitoring, analysis in an aggregated form, but excluding Customer Content (defined below)). You acknowledge and agree that we may (i) internally use and modify any Usage Data solely for the purposes of providing services to Customer and in certain cases we may leverage learnings derived from Usage Data to enhance the Services for you and other customers, and (ii) freely use and publish aggregated data for our business purposes without restriction; provided that we do not disclose any Customer Content or Confidential Information. Affinity may use all Usage Data for any lawful purpose, provided that Affinity shall not disclose or use any Customer Content in violation of this Agreement.
7. Support.  Affinity shall provide Customer with support regarding the Platform and Service in accordance with the support program you are entitled to through the Order Process.  Customer shall promptly report to Affinity those bugs, errors and non-conformities regarding the Platform and Services of which Customer becomes aware.  All support services shall be provided only to administrative Users have been assigned administrative rights in the Affinity Console.  In no event shall Affinity have any obligation to provide support services directly to any non-administrative Users.
3. Fees; Payments.
1. Fees. Customer shall pay Affinity all fees as described in and in accordance with the applicable Order Process, or as described on the Affinity Site (“Fees”) which shall entitle Customer to access to the Service for a period of one year from the date of purchase, subject to the terms of this Agreement.
2. Payment. Customer shall pay all Fees described online to obtain and maintain access to their account on the Platform. All Fees shall be made by online payment with credit card only. All Fees exclude, and Customer shall be responsible for, all sales, use, excise and other taxes applicable to the transactions contemplated by this Agreement, except for taxes based on Affinity’s income. Fees are non-refundable. In the event of any failure by Customer to make payments of any undisputed Fees in accordance with this Section 2.2, Affinity shall be entitled to suspend its performance of the Service upon notice to Customer. All Fees shall be considered valid unless disputed by you in writing within 30 days after your receipt of the applicable invoice. No adjustments will be made for disputed Fees made more than 30 days after that date. All Fees shall be paid in U.S. dollars.
4. Customer Responsibilities
1. Content and Users.  As between Affinity and Customer, Customer shall be solely responsible for (a) all acts or omissions of Users in relation to the use of the Service, (b) all of Customer information, data, files, links, images, works of authorship, and other Customer materials submitted or made available to Affinity by Customer and used in connection with the Services (“Customer Content”) and (c) any liability that may arise from any act or omission of Users in relation to the Site and all Customer Content.  Customer Content does not include any Usage Data.
2. Ownership of Content.  As between Affinity and Customer, Customer Content shall at all times remain the property of Customer or its licensors.  Affinity shall have no rights in Customer Content other than the limited right to use such Customer Content as required for Affinity to perform the Service in accordance with this Agreement.
3. Limitations.  Customer agrees that Customer shall not: (a) permit any party to access and/or use the Service, other than the Users authorized under this Agreement; (b) rent, lease, loan, or sell access to the Service or Platform to any third party; (c) interfere with, disrupt, alter, translate, or modify the Service, Platform or any part thereof, or create an undue burden on the Service, Platform or the networks or services connected to the Service; (d) reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service; (e) without Company’s express written permission, introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Service; (f) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof; or (g) cover or obscure any page or part of the Service by any means.  Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Service, Platform or any part thereof.
5. Privacy.  It is the policy of Affinity to respect the privacy of individuals who visit the website, create accounts and/or provide comments to us.  We collect names and other identifying and contact information from users of the Site in order to provide the Service and correspond with customers about any questions relating to the Service.  Occasionally we may use Account Information to send users information about specials and promotions that we may be passing along to customers.  You may choose not to receive this information by following the instructions provided on communication about the specials or promotions.  We may also collect identifying information about you through a log of all traffic on our website and aggregate that information into site functionality data.  Our purpose for collecting this information is to analyze the use of our website and improve its format and functionality.  We do not currently use any personally identifiable information for any purpose other than those we have described here. This Section is subject to Affinity’s obligations under Section B1.6 above.
6. Warranties; Disclaimer.
1. Service Warranty.  Affinity warrants that it shall provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service shall materially conform to Affinity’s then current documentation for the Service under normal use and circumstances.  If you notify Affinity of a breach of warranty, Affinity shall reperform the nonconforming service.  The foregoing constitutes your sole and exclusive remedy for any breach of warranty.
2. Disclaimer.  AFFINITY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICE, THE PLATFORM, THE SITE AND THE LANDING PAGE.
7. Term and Termination.
1. Term.  Unless otherwise expressly set forth in the Order Process, the “Term” of this Agreement shall commence on the date that Customer agrees to this Agreement and shall continue until this Agreement is terminated as set forth herein.
2. Termination for Cause.  Except as otherwise provided for herein, either party may terminate this Agreement upon the material breach of the other party, if such breach remains uncured for ten days following the breaching party’s receipt of written notice of the breach.
3. Termination for Convenience.  Except as otherwise provided for herein, either party may terminate this Agreement for any reason by providing the other party at least thirty days prior written notice.
4. Effect of Termination.  Upon termination or expiration of this Agreement, (a) Affinity shall terminate the Service and remove all copies of the Customer Content from servers within its control and (b) Customer shall promptly pay Affinity all amounts owed under this Agreement without regard to whether any invoices had or had not been issued.  Sections 2.3, 2.4, 3 4.3, 5, 7.4 8, 9 and 10 of Section B and all of Section C shall survive termination or expiration of this Agreement.
8. Ownership.
1. Ownership of Platform.  As between Affinity and Customer, Affinity owns all right, title and interest in and to the Platform and Service, including any and all intellectual property and proprietary rights in any intellectual property (including without limitation copyrights, patents rights, trade secret right, rights of reproduction, trademark rights, rights of publicity, moral rights, contract rights and the right to secure registrations, renewals, reissues, and extensions thereof) in any country or jurisdiction of the world (“Intellectual Property Rights”) related to or embodied in the Platform and Service.  Customer acknowledges and agrees that (i) it does not acquire any rights, express or implied in or to the Platform or Service, except as specifically set forth in this Agreement; (ii) any configuration or deployment of the Platform shall not affect or diminish Affinity’s rights, title and interest in and to the Platform; and (iii) if Customer suggests any new features, functionality or performance for the Service and/or the Platform that Affinity subsequently incorporates into the Service and/or the Platform, Affinity shall have a worldwide, non-exclusive royalty-free perpetual right and license to use and incorporate such suggestions into the Service and/or the Platform.  Customer acknowledges that the incorporation of such new features, functionality, or performance shall be the sole and exclusive property of Affinity and all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon Affinity pursuant to the terms of this Agreement.
2. Reservation of Rights.  All rights in and to Platform not expressly granted to Customer in this Agreement are reserved by Affinity and its suppliers.  Nothing in this Agreement shall be deemed to grant, by implication, estoppel or otherwise, a license under any of Affinity’s existing or future intellectual property.  Customer shall not remove, alter, or obscure any proprietary notices (including copyright notices) of Affinity or its suppliers on the Platform.
3. Third Party Content.  The Service contains (or you may access through the Service) links to other websites belonging to third parties (“Third Party Services”). Third Party Services and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Affinity, and Affinity is not responsible for any Third Party Services accessed through the Service or any Third Party Content linked or posted through the Service.  Affinity uses a third party to process payment transactions. Affinity does not ask for, transmit or collect your personal or payment information. Any issues with payments related to the Affinity Service should be directed to our third-party payment provider. Affinity makes no representations or warranties regarding any Third Party Content found on or through the Services or that is otherwise available using the Services. Customer represents and warrants that any Third Party Content that it uses or has access to shall not (a) be copied, altered, or redistributed by Customer without the prior written consent of the owner of such Third Party Content; or (b) be used in any documents, reports, presentations or publications by Customer without the prior written consent and without attribution to the owner and/or author of such Third Party Content or to any other sources of such Third Party Content as may be appropriate. “Third Party Content” means any information, data, results, ideas, plans, sketches, texts, files, links, images, photos, video, sound, inventions (whether or not patentable), notes, works of authorship, articles, feedback, or other materials that is either (a) provided by third parties (including other users of the Services) to the Services; or (b) made available on third party websites and linked to on the Services.
9. Confidential Information.

1. Definition.  “Confidential Information” means all information of the disclosing party disclosed to the receiving party that is marked or identified as confidential, or disclosed in circumstances that would lead a reasonable person to believe such information is confidential.  The Platform shall be considered Affinity’s Confidential Information, notwithstanding any failure to mark or identify it as such.  The terms and conditions of this Agreement are Confidential Information of the parties, but the relationship of the parties created by this Agreement is not Confidential Information.
2. Protection.  The party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) shall not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and shall disclose the Confidential Information of the Disclosing Party only to the employees or individual independent contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder.  The Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
3. Exceptions.  The Receiving Party’s obligations under Section 7.2 above with respect to any Confidential Information of the Disclosing Party shall terminate if and when the Receiving Party can document that such information:  (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public (including any information made available on the Site that is not protected by confidentiality obligations); or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.  In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is:  (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
1. Indemnity.
1. Claims Against Customer.  Affinity shall defend, at its own expense, any claim, suit or action against Customer brought by a third party to the extent that such claim, suit or action is based upon an allegation that the Platform infringes any U.S. patents or any copyrights or misappropriates any trade secrets of such third party (“Customer Claim”), and Affinity shall indemnify and hold Customer harmless from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by Customer specifically attributable to such Customer Claim or those costs and damages agreed to in a monetary settlement of such Customer Claim.  The foregoing obligations are conditioned on Customer:  (a) promptly notifying Affinity in writing of such Customer Claim; (b) giving Affinity sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Affinity’s request and expense, assisting in such defense.  Notwithstanding the foregoing, Affinity shall have no obligation under this Section 8.1 or otherwise with respect to any infringement claim based upon:  (1) any use of the Platform not in accordance with this Agreement; (2) any use of the Platform in combination with products, equipment, software, or data not supplied by Affinity if such infringement would have been avoided without the combination with such other products, equipment, software or data; or (3) any modification of the Platform by any person other than Affinity or its authorized agents or subcontractors.  If use of the Site or the Platform is, or in Affinity’s opinion is likely to become, enjoined, Affinity may at its discretion either: (i) modify the Platform so that it is non-infringing; (ii) replace the portion of the Platform that infringes or allegedly infringes with non-infringing components that is functionally equivalent; (iii) obtain a license that shall enable Customer to continue the use of the Site and Platform as provided hereunder; or, if none of the foregoing are commercially reasonable for Affinity, (d) terminate this Agreement.  THIS SECTION 8.1 STATES AFFINITY’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS OR ACTIONS.
2. Claims Against Affinity.  Customer shall defend, at its own expense, any claim, suit or action against Affinity brought by a third party to the extent that such claim, suit or action arising from or related to (i) any Customer Content, (ii) any User acts or omissions, or (iii) any failure by Customer to meet its obligations under Section 3 (each, an “Affinity Claim”), and Customer shall indemnify and hold Affinity harmless from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by Affinity specifically attributable to such Affinity Claim or those costs and damages agreed to in a monetary settlement of such Affinity Claim.  The foregoing obligations are conditioned on Affinity:  (a) promptly notifying Customer in writing of such Affinity Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer’s request and expense, assisting in such defense.  Notwithstanding the foregoing, Customer shall have no obligation under this section or otherwise with respect to any claim to the extent based upon any gross negligence or intentional misconduct of Affinity.

SECTION C.    TERMS APPLICABLE TO REGISTERED AND UNREGISTERED USERS

1. Limitations on Liability.  IN NO EVENT SHALL AFFINITY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE), OR FOR ANY LOST PROFITS, INTERRUPTED COMMUNICATIONS, OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF AFFINITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AFFINITY’S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT SHALL NOT EXCEED DAMAGES IN EXCESS OF THE AMOUNTS RECEIVED BY AFFINITY DURING THE 3 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.
2. General Provisions.
1. Governing Law.  This Agreement is governed and construed in accordance with the laws of the State of Colorado without giving effect to any rule or law that would apply the law of another jurisdiction.  Both parties submit to the exclusive personal jurisdiction in Colorado and further agree that any cause of action arising under this Agreement shall be brought in a court in Denver County, Colorado.
2. Compliance with Laws.  Each party shall comply with all applicable laws, rules and regulations while performing under this Agreement.
3. Severability; Waiver.  If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force without being impaired or invalidated in any way.  The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision.  The waiver by either party of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach.
4. Headings.  Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.
5. Assignment.  Neither party may assign or transfer, by operation of law or otherwise, this Agreement, or any of its rights under this Agreement or delegate any of its duties under this Agreement to any third party without the other party’s prior written consent; except pursuant to a transfer of all or substantially all of such party’s business and assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, or otherwise.  Any attempted assignment or transfer in violation of the foregoing shall be void.  This Agreement shall inure to the benefit of and be binding upon any permitted successors or assigns.
6. Independent Contractors.  The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-Customer relationship is intended or created by this Agreement.  Neither party shall have the power to obligate or bind the other party.  Personnel supplied by Affinity shall work exclusively for Affinity and shall not, for any purpose, be considered employees or agents of Customer.  Affinity assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes.
7. Notice.  Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing.  Such notice shall be deemed given: upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, five days after the date of mailing.
8. Subcontractors.  Affinity may, at its sole discretion, delegate the performance of any portion of the Service provided hereunder to any of its affiliates or to a subcontractor of Affinity’s choosing.  Affinity shall require subcontractors to enter into nondisclosure or other agreements consistent with the terms of this Agreement.  Affinity shall remain responsible for the performance of all services delegated to its subcontractors.
9. Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
10. Entire Agreement.  This Agreement, including the exhibits attached hereto, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement.  Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.