Terms of Service

Effective Date: June 22, 2026

Welcome to subcontractorsdemandchange.com (the "Platform"), operated by Subcontractors Demand Change LLC ("Company," "we," "us," or "our"). These Terms of Service (the "Terms") form a binding legal agreement between you and the Company. By creating an account, accessing the Platform, submitting any report or content, using our contract-review software, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you must not access or use the Platform.

These Terms contain a binding arbitration agreement and a class-action waiver (see "Disputes, Arbitration, and Class-Action Waiver"). They affect your legal rights, including your right to file a lawsuit in court and to have disputes decided by a jury or as part of a class. Please read them carefully.

1. Plain-English Summary (Not a Substitute for the Terms)

This summary is here to help you. It is not the agreement itself, and if anything here conflicts with the full Terms below, the full Terms control.

• You own what you post, and you are responsible for it. When you submit a report about non-payment or short-payment, you — not us — are responsible for it. You promise it is true, accurate, and made in good faith.
• We are a registry, not a referee. We host and display what members submit. We do not write your reports, and we do not independently verify them.
• If your report gets us sued, you cover us. If someone brings a claim against the Company over something you submitted, you agree to defend us and pay the costs.
• Our contract software is a tool, not a lawyer. It is proprietary, patent-pending software. It is not legal advice, and using it does not make us your law firm.
• Real businesses only. No anonymous accounts. You must use your real name and real company and truthfully certify your role (Project Owner, GC, CM, or Subcontractor).

2. Agreement to These Terms; Eligibility to Contract

These Terms form a binding legal agreement between you ("you," "your," "Member," "User," or "Reporting Member") and the Company, which owns and operates the Platform and all related services, software, content, registries, and features.

You represent that you are at least eighteen (18) years of age and able to enter into a binding contract, that you are accessing and using the Platform in the course of a commercial trade or business and not as a consumer, and that, if you register on behalf of a business, you are authorized to bind that business to these Terms. Where you act for a business, "you" includes that business.

3. Definitions

• "Member" means any person or business that registers for or uses the Platform.
• "Report" means any submission you make to the Platform about non-payment, short-payment, late payment, or a related payment dispute — including names, project details, amounts, dates, invoices, and any comments or attachments.
• "Member Content" means all Reports, text, data, documents, contracts, statements, names, business identifications, and other materials you submit, post, upload, or transmit through the Platform.
• "Public Registry" or "Registry" means the portion of the Platform where Reports and related information may be displayed to and searched by the public.
• "Contract-Review Software" or "Software" means our proprietary, patent-pending software that reviews and analyzes construction contracts and related documents.
• "Subject" means any party identified or referenced in a Report (for example, a Project Owner, GC, or CM alleged to owe money).
• "Indemnified Parties" means the Company and its parents, subsidiaries, and affiliates, and their respective owners, officers, directors, members, managers, employees, contractors, agents, licensors, service providers, and successors and assigns.

4. The Platform; the Company's Role as a Neutral Conduit

The Platform provides two principal services to construction-industry businesses:

• The Public Registry. A registry through which Members may submit Reports concerning alleged non-payment, short-payment, late payment, or related payment conduct by other parties involved in construction projects. Reports submitted by Members may be displayed publicly and may be indexed and searchable.
• Contract-Review Software. Proprietary, patent-pending software that reviews and provides informational analysis of construction contracts and related documents.

The Company is a neutral technology provider and a passive conduit for content created and submitted by Members. The Company does not author, originate, generate, investigate, audit, verify, validate, endorse, adopt, or guarantee the truth, accuracy, completeness, or lawfulness of any Report or other Member Content. All Member Content is created by, and is the sole responsibility of, the Member who submits it. The Company merely provides the technical means by which Members may store, publish, and display their own content. The Company does not act as a credit-reporting agency, a debt collector, an investigator, an arbiter of payment disputes, a guarantor, or a party to any underlying contract or dispute between Members and third parties.

5. Eligibility, Identity, and Role Certification

5.1 Real Construction Businesses Only; No Anonymous Accounts

Membership and use of the Platform are limited to bona fide, operating businesses in the construction industry. To register and use the Platform, you must:

• Provide a real, verifiable individual name of the person creating and controlling the account;
• Provide the real, legal name of the business on whose behalf you act, together with accurate contact and business information; and
• Keep all account information current, complete, and accurate.

Anonymous, pseudonymous, fictitious, "straw," or shell accounts and submissions are strictly prohibited.

5.2 Certification of Role

Upon registration and with each submission, you certify that your role in the construction industry — Project Owner, General Contractor ("GC"), Construction Manager ("CM"), or Subcontractor — is true and accurate, and that you have the standing and authority to act in that role with respect to the projects and parties you reference. You acknowledge that your role certification and identity may be displayed in connection with the Reports you submit.

5.3 Account Accuracy and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to provide accurate, current, and complete information, to keep it updated, and to notify us promptly of any unauthorized use. We reserve the right to suspend, restrict, or terminate any account that we believe, in our sole discretion, contains false, misleading, or incomplete information or that violates these Terms.

5.4 One Person Per Account; No Sharing of Access or Paid Content

Each account is personal to a single named individual and is licensed to you alone. You agree not to share, sell, sublicense, resell, or otherwise permit others to use your login credentials, your subscription, your contract-review access, or your newsletter, and not to redistribute, forward, post, or republish any contract review, newsletter issue, or other paid or members-only material to any person who is not an authorized user of your own account. Contract reviews and newsletter issues are watermarked and licensed to you for your personal, internal business use only. To protect against sharing, we may require re-verification, limit the number of active sessions and remembered devices, cap fair-use volume, and automatically or manually suspend any account that shows sign-in activity from an unusual number of locations or devices or that we otherwise reasonably believe is being shared. Reasonable use by one person across their own devices is permitted; concurrent or distributed use by multiple people is not. We may restore a suspended account after review.

6. Your Reports: Your Representations and Your Responsibility

This is the most important section. Read it carefully.

You bear full and sole responsibility for every Report and all Member Content you submit. The Company does not author, write, edit, adopt, endorse, or independently verify your Reports. You — and not the Company — are the publisher and source of your Reports and bear all legal responsibility for their accuracy and lawfulness.

6.1 What You Promise Every Time You Submit a Report

Each time you submit, publish, update, or maintain a Report or other Member Content, you represent, warrant, and covenant to the Company that:

• The Report and all statements, figures, dates, names, and supporting information within it are true, accurate, and complete to the best of your knowledge;
• The Report is made in good faith and reflects your honest belief based on facts known to you;
• The Report is based on a bona fide, genuine, existing unpaid or short-paid obligation arising from actual work, labor, services, materials, or a real contractual or payment relationship, and is not fabricated, exaggerated, speculative, or hypothetical;
• The Report and Member Content are not defamatory, libelous, false, misleading, malicious, deceptive, or retaliatory, do not contain a knowingly or recklessly false statement of fact, and do not constitute trade libel, business disparagement, or injurious falsehood;
• Your submission does not violate any law and does not constitute tortious interference with contract or business relations, unfair or deceptive trade practices, unfair competition, harassment, extortion, or any other civil or criminal wrong;
• Your submission does not infringe, misappropriate, or violate any third party's intellectual-property, privacy, publicity, contractual, or other rights;
• Your submission does not violate any confidentiality obligation, protective order, settlement agreement, non-disparagement clause, or other restriction by which you are bound;
• You have a good-faith factual basis for every material statement in the Report, and you have retained, and can produce, documentation reasonably sufficient to substantiate it (such as contracts, invoices, change orders, or payment records);
• You are submitting the Report for a legitimate business purpose and not to harass, intimidate, coerce, extort, blackmail, retaliate against, unfairly damage, or anti-competitively harm any Subject; and
• You have provided your real name, real company, and accurate role, and you have all rights and authority necessary to submit the Report and the information in it.

6.2 You Are Solely Responsible

Liability for Member Content rests directly and entirely with you, the Reporting Member. You acknowledge and agree that:

• You alone are responsible for the accuracy, truthfulness, and lawfulness of your Reports and Member Content;
• Reports may name and describe other businesses and may be displayed publicly, and you have considered the consequences of that before submitting;
• The Company makes no independent judgment about, and assumes no responsibility for, the truth, accuracy, fairness, or legality of anything you submit, and has no duty to investigate, verify, confirm, or correct it; and
• You are responsible for keeping your Reports accurate and for promptly updating or requesting removal of any Report that becomes inaccurate (for example, if the underlying obligation is paid, satisfied, or resolved).

If a Report is challenged, disputed, or alleged to be wrongful, that is a matter between you and the complaining party, and you alone are responsible for defending and resolving it.

7. The Company Is a Neutral Conduit, Not the Author

Member Content is published by the Member who creates it and not by the Company. The Platform operates as an interactive computer service and a neutral conduit that hosts and displays content created by Members. To the fullest extent permitted by law, including under Section 230 of the Communications Decency Act (47 U.S.C. § 230) and similar laws, the Company is a provider of an interactive computer service and shall not be treated as the publisher or speaker of any Member Content, and shall not be held liable for content provided by another information content provider. Member Content reflects the views and statements of the Member who submitted it, not the Company.

The Company does not pre-screen, edit, fact-check, or approve Member Content before it is published and is under no obligation to do so. Any action or inaction by the Company with respect to Member Content — including reviewing, declining to review, moderating, screening, organizing, retaining, displaying, removing, or restoring content — is undertaken voluntarily, in good faith, and in the Company's role as a provider of an interactive computer service. It does not make the Company the author, publisher, speaker, or originator of any Member Content, does not transfer responsibility for the content away from the Member, and does not waive any protection available under Section 230 or any other law.

8. The Public Registry: Display, Retention, and Removal

By submitting a Report, you understand and agree that Reports and associated information you submit are intended to be published to a Public Registry that is accessible to and searchable by third parties — which may include the parties named in your Reports — and that such content may be indexed by search engines and viewed, copied, or shared by others. You consent to this public display and assume all risk arising from it.

The Company reserves the right, in its sole and absolute discretion and without obligation or liability, to:

• Display, refuse to display, format, organize, or feature any Member Content;
• Remove, redact, suspend, restrict, archive, or take down any Member Content or account at any time, with or without notice, for any reason or no reason, including in response to a complaint, legal process, or suspected violation of these Terms;
• Decline to remove or modify a Report at the request of a Subject, a Member, or any third party, any such decision being at the Company's sole discretion; and
• Retain Member Content and account records (including removed content and content retained after account closure) as long as the Company deems appropriate — including to operate the Platform, maintain registry history, and for legal, compliance, recordkeeping, dispute-resolution, and protective purposes — subject to the Privacy Policy and applicable law.

The Company's decision to display, remove, or retain content does not constitute endorsement, verification, or adoption of that content, does not reflect any judgment about its truth or falsity, and does not transfer any responsibility for the content from the Member to the Company.

9. License to Member Content

You retain ownership of the Member Content you submit. By submitting Member Content, you grant the Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, display, distribute, publish, index, and modify for formatting, and otherwise use the Member Content in connection with operating, providing, promoting, and improving the Platform and the Registry, including public display. This license is irrevocable with respect to Member Content that has been publicly displayed, continues with respect to retained content as described in Section 8, and survives termination of your account to the extent necessary for the Company's legitimate business, legal, and recordkeeping purposes and as otherwise permitted by law.

10. Contract-Review Software — Not Legal Advice

The Contract-Review Software is proprietary, patent-pending software that reviews and provides automated, general informational analysis of construction contracts. Please understand its limits:

• The Company is not a law firm, does not practice law, and does not provide legal services or legal advice, and no employee, contractor, or representative of the Company is acting as your attorney;
• Use of the Software does not create an attorney-client relationship between you and the Company or anyone associated with it, and no information you submit and nothing the Software produces is protected by the attorney-client privilege or the attorney work-product doctrine;
• The Software's output is provided for general informational purposes only, may contain errors, omissions, or inaccuracies, may not reflect current law or the specific facts of your situation, does not account for the law of every jurisdiction, and is not a legal opinion and should not be relied upon as legal advice;
• Construction law varies by jurisdiction and changes over time. You should consult a qualified attorney licensed in the relevant jurisdiction before relying on any output or making any decision concerning any contract, payment dispute, lien right, notice deadline, or other legal matter; and
• You are solely responsible for your own decisions and for your compliance with all applicable laws, including lien, prompt-payment, notice, and licensing requirements, and for any action you take or do not take based on the Software's output.

The Company makes no representation or warranty regarding the accuracy, completeness, reliability, or fitness of any output.

11. Acceptable Use

You agree that you will not, and will not permit anyone acting on your behalf to:

• Submit any Report or content that is false, inaccurate, misleading, defamatory, libelous, fraudulent, made in bad faith, or not based on a genuine, good-faith payment obligation, or that you know — or reasonably should know — is false or unlawful;
• Use the Platform to harass, threaten, intimidate, defame, extort, blackmail, coerce, retaliate against, or unlawfully harm any person or business;
• Submit content for any anti-competitive, deceptive, or otherwise unlawful purpose, or in violation of any applicable federal, state, or local law or regulation;
• Impersonate any person or business, misstate your identity, role, affiliation, or authority, or create an account using false, anonymous, or fictitious information;
• Submit content that infringes or misappropriates any intellectual-property, privacy, publicity, confidentiality, or contractual right of any third party, or that improperly discloses confidential or protected information;
• Upload viruses, malware, or any harmful code, or interfere with, disrupt, probe, scan, or impair the integrity, security, or performance of the Platform or any systems or networks connected to it;
• Attempt to gain unauthorized access to the Platform, other accounts, or any connected systems;
• Scrape, harvest, crawl, data-mine, or use automated means to access or collect data from the Platform except as expressly authorized in writing;
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Software, except to the extent such restriction is prohibited by law;
• Share, sell, sublicense, or transfer your account, login credentials, subscription, or access, or use a single account for more than one person; or redistribute, forward, post, or republish any contract review, newsletter issue, or other paid or members-only content to anyone who is not an authorized user of your own account (see Section 5.4);
• Use the Platform or the Software to build a competing product or service, or resell, sublicense, rent, lease, or commercially exploit the Platform or its content except as expressly permitted; or
• Use the Platform in any manner that could disable, overburden, damage, or impair it, interfere with any other party's use, or for any unlawful, infringing, or otherwise prohibited purpose.

We may investigate and take any action we deem appropriate for any actual or suspected violation, including removing content, suspending or terminating accounts, and reporting conduct to law enforcement.

12. Indemnification and Hold Harmless — You Cover Us

This section means that if your submissions or conduct cause a legal claim, you pay for it — not us.

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Indemnified Parties from and against any and all claims, demands, suits, actions, proceedings, investigations, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and expenses (including reasonable attorneys' fees and court costs) of every kind, whether known or unknown, that arise out of or relate in any way to:

• Any Report or other Member Content you submit, publish, post, upload, or maintain on the Platform;
• Any claim by a Subject or third party arising from your submissions, including any claim of defamation, libel, slander, trade libel, false light, injurious falsehood, tortious interference with contract or business relations, unfair or deceptive business practices, unfair competition, business disparagement, invasion of privacy, or violation of publicity rights;
• Your breach or alleged breach of these Terms, including any representation, warranty, or certification you make;
• Your violation of any applicable law or regulation, or of any third party's rights; or
• Your use or misuse of the Platform, your account, or the Contract-Review Software, or any dispute between you and any third party.

The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate fully with the Company in asserting any available defenses. You will not settle any matter that imposes any obligation or liability on, or requires any admission or action by, any Indemnified Party without that party's prior written consent. This obligation survives termination of your account and these Terms.

13. Intellectual Property

13.1 Company IP

The Platform and the Software, including all software, source code, technology, text, graphics, logos, trademarks, service marks, designs, user interfaces, databases, registry compilations, and all other content provided by the Company (collectively, "Company IP"), are owned by the Company or its licensors and are protected by intellectual-property and other laws, including pending patent protection. No rights are granted to you except as expressly set forth in these Terms.

13.2 Limited License to You

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your internal business purposes. All rights not expressly granted are reserved by the Company.

13.3 Feedback

If you provide suggestions, ideas, or feedback regarding the Platform, you grant the Company a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate that feedback without restriction or compensation to you.

14. Payment, Subscriptions, and Fees

Certain features of the Platform — including some Reports, registry access, or use of the Contract-Review Software — may require payment of fees or a paid subscription. Applicable pricing, billing cycles, renewal terms, and payment terms will be presented to you at the point of purchase or in a separate order or subscription agreement, which is incorporated into these Terms by reference. You agree to pay all applicable fees and authorize the Company and its third-party payment processors to charge your selected payment method. Except as expressly stated or required by law, fees are non-refundable. We may change our fees and offerings on a prospective basis upon notice. Failure to pay may result in suspension or termination of access.

15. Privacy

Your use of the Platform is also governed by our Privacy Policy, which describes how we collect, use, and disclose information and is incorporated into these Terms by reference. By using the Platform, you consent to the practices described in the Privacy Policy. Because the Public Registry is public by design, you understand that information you choose to submit in a Report may become publicly visible and is not treated as private. To the extent of any conflict between these Terms and the Privacy Policy regarding the handling of personal information, the Privacy Policy controls as to that subject matter.

16. Disclaimer of Warranties — "AS IS"

To the fullest extent permitted by law, the Platform, the Public Registry, the Contract-Review Software, all Member Content, and all related content and services are provided "AS IS" and "AS AVAILABLE," with all faults and without warranty of any kind, whether express, implied, statutory, or otherwise. The Company and its licensors expressly disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing, the Company makes no warranty or representation that: (a) any Member Content is true, accurate, complete, reliable, current, or lawful; (b) the Platform or Software will be uninterrupted, secure, error-free, or free of harmful components; (c) any output, result, or analysis will be accurate, complete, or suitable for your purposes; or (d) the Platform will meet your requirements. The Company makes no representation about the truth or accuracy of any Report or other Member Content, which is the sole responsibility of the submitting Member, or about the conduct of any Member or third party. You use the Platform and rely on any Member Content or Software output entirely at your own risk. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

17. Limitation of Liability

To the fullest extent permitted by law, in no event shall the Company or any Indemnified Party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, reputation, or business opportunity, arising out of or relating to these Terms, the Platform, the Public Registry, the Contract-Review Software, or any Member Content, whether based on contract, tort (including negligence), strict liability, or any other theory, and whether or not the Company has been advised of the possibility of such damages.

To the fullest extent permitted by law, the total aggregate liability of the Company and the Indemnified Parties for all claims arising out of or relating to these Terms or the Platform shall not exceed the greater of (a) the total amount of fees you paid to the Company in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100). The limitations in this Section apply notwithstanding any failure of essential purpose of any limited remedy and are a fundamental basis of the bargain between you and the Company. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you, and nothing in these Terms limits liability that cannot be limited by law.

18. Disputes, Arbitration, and Class-Action Waiver

Please read this Section carefully. It affects your legal rights, including your right to file a lawsuit in court and to have disputes decided by a jury or as part of a class.

18.1 Agreement to Arbitrate

You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (a "Dispute") will be resolved exclusively through final and binding individual arbitration, rather than in court, except as otherwise provided below. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

18.2 Arbitration Procedure and Venue

The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in accordance with its then-current rules, and will take place in New Castle County, Delaware, or be conducted remotely as the rules allow, unless you and the Company agree otherwise. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

18.3 Class-Action and Jury-Trial Waiver

You and the Company agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class, collective, or representative proceeding. You and the Company waive any right to a trial by jury.

18.4 Exceptions

Notwithstanding the foregoing, either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information or to stop unauthorized use of the Platform. If the class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and may proceed in court, while the remainder of this arbitration agreement remains in effect.

18.5 Opt-Out

You may opt out of this arbitration agreement by sending written notice to the contact address in the "Notices and Contact" Section within thirty (30) days of first accepting these Terms, clearly stating your name, company, and intent to opt out.

19. Governing Law

These Terms and any Dispute arising out of or relating to them or the Platform shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles, and, with respect to arbitration, by the Federal Arbitration Act. Subject to the arbitration provisions above, the exclusive jurisdiction and venue for any permitted court proceeding shall lie in the state or federal courts located in New Castle County, Delaware, and you consent to the personal jurisdiction of those courts.

20. Term, Suspension, and Termination

These Terms remain in effect while you use the Platform. The Company may, in its sole discretion and without liability, suspend, restrict, or terminate your account and access to all or part of the Platform at any time, with or without notice or cause, including for any actual or suspected violation of these Terms or the law. You may stop using the Platform and request account closure at any time. Upon termination, your right to access the Platform ceases, but provisions that by their nature should survive — including those governing Reporting Member representations and responsibility, the neutral-conduit posture, indemnification, registry display and retention, the Member Content license for publicly displayed content, disclaimers, limitation of liability, dispute resolution, and governing law — will survive. Termination does not relieve you of liability for content submitted or conduct occurring before termination.

21. Third-Party Content and Links

The Platform may contain links to or content from third parties. The Company does not control and is not responsible for third-party websites, content, products, or services, and the inclusion of any link does not imply endorsement. Your dealings with third parties are solely between you and the third party.

22. Changes to These Terms

We may modify these Terms at any time. If we make material changes, we will revise the "Effective Date" above and provide notice as required by law — for example, by posting the updated Terms on the Platform or by other reasonable means. Changes are effective when posted unless otherwise stated. Your continued access to or use of the Platform after the revised Terms take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform.

23. Changes to the Platform

We reserve the right to modify, suspend, or discontinue the Platform or any feature, content, or service, in whole or in part, at any time and without liability to you.

24. Force Majeure

The Company will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemic or pandemic, power or internet failures, or failures of third-party services or suppliers.

25. Notices and Contact

We may provide notices to you by email to the address associated with your account, by posting on the Platform, or by other reasonable means, and such notice is deemed given when sent or posted. You may contact the Company, and send any notices required under these Terms, to:

• Subcontractors Demand Change LLC
• By email: tellus@subcontractorsdemandchange.com
• Or through our Contact page

26. General Provisions

26.1 Entire Agreement

These Terms, together with the Privacy Policy and any order or subscription terms expressly incorporated by reference, constitute the entire agreement between you and the Company regarding the Platform and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral, on that subject.

26.2 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. If the class-action waiver in the arbitration Section is found unenforceable as to any claim, that claim shall be severed and adjudicated in court, while the remainder of the arbitration agreement remains in effect.

26.3 No Waiver

No waiver of any provision of these Terms will be effective unless in writing, and no failure or delay by the Company in exercising any right will operate as a waiver of that or any other right.

26.4 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without the Company's prior written consent, and any attempted assignment in violation of this provision is void. The Company may freely assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

26.5 No Third-Party Beneficiaries

Except for the Indemnified Parties, these Terms do not create any third-party beneficiary rights.

26.6 Relationship of the Parties

You and the Company are independent contractors. These Terms do not create any partnership, joint venture, agency, employment, or fiduciary relationship.

26.7 Interpretation

Section headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."

26.8 Survival

Provisions that by their nature should survive termination will survive, as further described in the "Term, Suspension, and Termination" Section.