BizFlowy Terms of Service

Effective: March 1, 2025

BizFlowy.com (https://www.bizflowy.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by BizFlowy Inc. (“BizFlowy,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), or by signing or clicking to accept these terms or any Subscription Documentation referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms” or this “Agreement”).

If you are using a BizFlowy Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.

This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and BizFlowy, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with BizFlowy concerning specific Services, the terms of such agreement control if there is any conflict between those terms and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.

1. DEFINITIONS

1.1. “Business Associate Agreement” (“BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).

1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during its performance, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances and nature of the information disclosed.

1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (as codified at 42 U.S.C. §§1320d–1320h), and any regulations promulgated thereunder.

1.4. “Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including without limitation the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, HIPAA, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, applicable Do Not Call rules and prohibitions, and any other relevant laws.

1.5. “Protected Health Information” (“PHI”) has the same meaning as defined in HIPAA.

1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.

Additional terms are defined in other Sections of this Agreement.

2. SERVICES

2.1. Services. BizFlowy provides a proprietary multi-product platform that includes, without limitation, reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns)), payment processing and related services (“Payments”), and any other services BizFlowy may offer from time to time (together with the Website, the “Service(s)”).

Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form (“Subscription Documentation”) which references this Agreement and details the Services ordered from BizFlowy and, if applicable, the usage limits or other scope of use descriptions for the Services (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Documentation. BizFlowy has no obligation to provide any services or perform any tasks not specifically set forth in this Agreement, including any applicable Subscription Documentation.

2.2. Alteration of Subscription Documentation. Any amendments or modifications to any existing Subscription Documentation must be agreed to in writing by the parties. BizFlowy has no obligation to perform any Services under any amended Subscription Documentation until the parties have agreed on the effect of such changes on the applicable Fees.

2.3. Modification of the Services. BizFlowy reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. BizFlowy also reserves the right to replace certain Services and Bundles with functionally equivalent alternatives, at its sole discretion. In the event BizFlowy makes any modification or alteration to the Services that materially impairs the functionality of the Services ordered under your Subscription Documentation, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Fees for the remainder of Client’s Subscription Term.

2.4. Additional Terms. Client’s subscription to or use of certain Services or features may be subject to additional terms, policies, rules, or guidelines that BizFlowy may post or link to from these Terms or the Services (the “Additional Terms”). To the extent applicable, all Additional Terms are incorporated by reference into, and made a part of, these Terms. If Client purchases or otherwise uses any of the following Services, Client’s use is subject to and Client accepts the applicable Additional Terms:

• BizFlowy Payments.
  
• BizFlowy Phones.
  
• BizFlowy Marketplace.
  
• BizFlowy API.
  
• BizFlowy Developer Platform.
  

3. USE RIGHTS; RESTRICTIONS

3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, BizFlowy grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services as specified in Client’s Subscription Documentation solely for Client’s internal business purposes and in accordance with this Agreement, BizFlowy’s Acceptable Use Policy, and all applicable Scope of Use descriptions.

3.2. Account Registration. Client must register for a BizFlowy account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information updated so that BizFlowy may send notices, statements, and other information by email or through the account. Client is solely responsible for all use of its account(s), and BizFlowy will not be liable for any loss or damage arising from unauthorized use of Client’s account(s) not directly caused by BizFlowy.

3.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Developer Partners or Third-Party Providers) authorized by Client (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all applicable Laws. Client may permit Authorized Users to use the Services provided their use is solely for Client’s benefit and in compliance with this Agreement. Authorized Users are subject to these Terms, which may be communicated via posting on the Website or through a click-through agreement upon accessing the Services.

3.4. Responsibility for Authorized Users. Client is responsible for all activities conducted under its account, including ensuring that all Authorized Users have distinct login credentials and that those credentials are kept confidential. Client must notify BizFlowy within twenty-four (24) hours of any breach of security or unauthorized use of its account.

3.5. Use by Customers. Any person accessing or using the Services (including via Client’s account or website) is subject to BizFlowy’s Acceptable Use Policy and any other applicable terms. BizFlowy reserves the right to remove or disable access for any Customer who violates these policies.

3.6. General Restrictions. Client must not:

• Rent, lease, copy, transfer, sublicense, or provide access to the BizFlowy Technology to a third party (except Authorized Users).
  
• Incorporate BizFlowy Technology into or use it with any site, product, or service without BizFlowy’s written consent.
  
• Use the BizFlowy Technology for time-sharing purposes or for a third party’s benefit.
  
• Publicly disseminate information regarding the performance of the BizFlowy Technology.
  
• Reverse engineer, decompile, or disassemble the BizFlowy Technology, except as expressly permitted by applicable law and then only upon advance notice to BizFlowy.
  
• Circumvent any security measures or rate limits for the Services.
  
• Distribute any portion of the BizFlowy Technology other than as specifically permitted.
  
• Use the Services in violation of the Acceptable Use Policy.
  
• Remove or obscure any proprietary notices contained in the BizFlowy Technology.
  

3.7. Beta Releases and Free Access Subscriptions. BizFlowy may, at its discretion and subject to compliance with this Agreement, provide certain Services for free or on a trial basis (“Free Access Subscription”) or offer early-stage features (“Beta Releases”). Free Access Subscriptions and Beta Releases are provided on an “as is” and “as available” basis without any warranties, support, maintenance, or service-level obligations. Client acknowledges that such offerings may be incomplete or contain errors, and any use is at Client’s sole risk.

3.8. AI Services. Certain Services provided by BizFlowy may incorporate artificial intelligence (“AI Services”). Outputs generated by AI Services (for example, automated Webchat responses) may not be accurate or complete. Client is responsible for evaluating the outputs and disclosing the use of AI Services to its Customers as required by applicable law.

4. CLIENT DATA

4.1. Rights in Client Data. Client retains all rights, title, and interest (including intellectual property rights) in and to any content or data that Client selects or submits for use with the Services (“Client Data”), including text, images, chat logs, and any Customer Data or PHI. Client grants BizFlowy a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services, in accordance with this Agreement and BizFlowy’s Privacy Policy.

4.2. Aggregate/Anonymous Data. Client agrees that BizFlowy may aggregate anonymized Client Data (“Aggregate/Anonymous Data”) for business purposes, including product improvement and reporting. BizFlowy will not distribute Aggregate/Anonymous Data in a manner that personally identifies Client or its Customers.

4.3. Monitoring. BizFlowy may monitor and analyze Client Data to improve the Services, customize offerings, ensure compliance with the Acceptable Use Policy, and enhance overall user experience. This may include the use of tracking technologies.

4.4. Security. BizFlowy will maintain physical, technical, and organizational measures designed to secure its systems from unauthorized access. However, BizFlowy assumes no liability for any Client Data beyond its express security obligations.

4.5. Storage. BizFlowy does not provide an archiving service. During the Subscription Term, BizFlowy may delete Client Data that is no longer active. After termination, BizFlowy may delete all Client Data, except where otherwise required by law or a separate agreement (such as a BAA).

4.6. Privacy and Data Processing. The Privacy Policy explains how BizFlowy handles data provided by Clients or collected via the Services. By using the Services, Client consents to the collection, use, and transfer of its data as described in the Privacy Policy and, where applicable, the Data Processing Addendum.

5. CLIENT OBLIGATIONS

5.1. Warranty. Client warrants that it will use the Services in compliance with all applicable laws and this Agreement, and that any Client Data provided does not violate third-party rights. Client further warrants that:

• It has legal rights to provide any Client Data.
  
• The use of Client Data by BizFlowy does not breach any third-party rights.
  
• Any content published by Client on public platforms is true, accurate, and solely related to Client’s business.
  
• Client is authorized to provide BizFlowy with any Customer or Authorized User information, including personally identifying information.
  
• Client and its Authorized Users will use the Services only for interaction with actual Customers.
  

5.2. Customer Consent; Intended Use of the Services. The Services are intended to enable electronic communication only with Client’s current Customers who have consented to receive such communications. Client must:

• Provide all necessary disclosures and obtain required consents from Customers.
  
• Secure all necessary rights, releases, and consents for processing Client Data.
  
• Use the Services only in compliance with applicable laws, this Agreement, and industry best practices.
  

5.3. Integration with Client Systems. If integrations are provided as part of the Services, Client grants BizFlowy access to Client’s systems as necessary to fulfill its obligations under this Agreement. Client warrants that such access does not breach any contractual or legal restrictions.

6. AVAILABILITY OF SERVICES; SUPPORT

6.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance, the Services will be available via the Website at least 99.0% of the time during the Subscription Term. Client’s sole remedy for any unavailability will be support as outlined in Section 6.2.

6.2. Support. BizFlowy provides web-based support through the Website. Additional support services may be available subject to applicable fees and are provided in accordance with BizFlowy’s support policies. Client is responsible for its own account setup and onboarding. Where applicable, onboarding or additional services may be provided through Third-Party Providers under terms set forth in the Subscription Documentation.

7. FEES AND PAYMENT

7.1. Fees. Unless otherwise specified in the Subscription Documentation, the Services are provided on a recurring subscription basis, with automatically recurring payments for periodic charges (“Subscription Fees”). Client agrees to pay all Fees as set forth in the Subscription Documentation or Additional Terms. Subscription Fees are non-refundable and non-creditable, except as provided in Sections 2.3 and 8.3.

7.2. Payment of Fees. All Subscription Fees are to be paid annually in advance (except overage fees, if applicable) in U.S. dollars. Client authorizes BizFlowy to charge the Fees automatically on an auto-renew basis on the Subscription Start Date for each subsequent term. Client must maintain a positive balance and auto-recharge setting to avoid service interruption. Failure to pay may result in suspension or legal action.

7.3. Taxes and Other Fees. Subscription Fees are exclusive of taxes and other governmental or regulatory fees, which Client must pay. Client is responsible for any applicable taxes, regulatory fees, or levies (other than income taxes of BizFlowy).

7.4. Industry Fees and Surcharges. Client’s use of the Services may be subject to additional industry-related fees (e.g., telecommunications fees). BizFlowy’s Fees do not include such Industry Fees, and Client agrees to pay any additional fees as they are incurred.

7.5. Fee Increase. BizFlowy reserves the right to adjust Fees upon forty-five (45) days’ prior written notice, effective with the subsequent Subscription Term, except for Taxes or Industry Fees which may change at any time.

8. TERM AND TERMINATION

8.1. Term. This Agreement is effective until the applicable Subscription Term expires or is terminated as provided herein. The initial term is twelve (12) months and will automatically renew for equal periods unless written notice of non-renewal is provided at least one (1) month before the end of the current term. Client agrees to pay for the entire Subscription Term and may not cancel or terminate except as provided in Sections 8.1 or 8.3.

8.2. Suspension of Services. BizFlowy may suspend access to the Services if (a) Client’s account is overdue, or (b) Client exceeds its Scope of Use limits, or if Client breaches Sections 3 or 5. Suspension may result in removal of Client Data or disablement of Third-Party Products. BizFlowy is not liable for any losses arising from such suspension, except for suspensions not caused by Client’s fault and lasting longer than five (5) days.

8.3. Termination for Cause. Either party may terminate this Agreement if the other party fails to cure a material breach (including non-payment) within thirty (30) days of written notice, ceases operation without a successor, or becomes subject to bankruptcy or similar proceedings. If Client terminates for reasons other than those stated, Client remains liable for Fees for the full Subscription Term. BizFlowy may terminate immediately for breaches of Sections 3 or 5.

8.4. Effect of Termination. Upon termination, Client’s license rights terminate and Client must cease using the Services and delete all BizFlowy Confidential Information. Client’s access to Client Data will cease, and BizFlowy may delete such data unless precluded by law or a separate agreement. If termination is for cause, any remaining Fees become immediately due.

8.5. Survival. The provisions in Sections 1, 3, 4, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 shall survive any termination or expiration of this Agreement.

9. CONFIDENTIAL INFORMATION

9.1. Obligation of Confidentiality. Each party agrees to hold the other party’s Confidential Information in strict confidence and use it solely to perform its obligations under this Agreement. Confidential Information may be disclosed only to employees, agents, or contractors who require the information to perform duties under this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein.

9.2. Exclusions. Confidentiality obligations do not apply to information that: (a) becomes public through no breach of this Agreement; (b) was known prior to disclosure; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the disclosed Confidential Information. Disclosure as required by law or court order is permitted provided that the disclosing party is given notice and an opportunity to seek confidential treatment.

9.3. Remedies. Both parties acknowledge that any unauthorized disclosure may cause irreparable harm and that monetary damages may be inadequate. Accordingly, the disclosing party may seek injunctive or equitable relief, in addition to any other remedies available at law.

10. BIZFLOWY TECHNOLOGY

10.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is granted only a limited right to use the Services. No ownership rights in the BizFlowy Technology are transferred to Client. BizFlowy retains all right, title, and interest in and to its Technology, including all related intellectual property rights. BizFlowy reserves the right to make updates, bug fixes, modifications, or improvements to the Services at its discretion.

10.2. Suggestions. If Client provides any suggestions, comments, or other feedback (“Suggestions”), Client grants BizFlowy a worldwide, perpetual, non-revocable, sublicensable, royalty-free license to use such Suggestions without any obligation to Client.

11. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS

BizFlowy may contract with third parties to facilitate certain features of the Services. Client may also arrange with Third-Party Providers to obtain products or services in connection with the Services. Use of such third-party products may require Client to enter into separate agreements, and BizFlowy is not responsible for any issues arising from such third-party arrangements unless expressly agreed in writing.

12. INDEMNIFICATION

12.1. Indemnification by Client. Client agrees to indemnify, defend, and hold harmless BizFlowy and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s unauthorized or improper use of the Services; (b) any breach of this Agreement by Client; (c) violations of applicable laws or third-party rights; or (d) any disputes with Customers, Developer Partners, or Third-Party Providers.

12.2. Indemnification by BizFlowy. BizFlowy will indemnify, defend, and hold Client harmless from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from: (a) BizFlowy’s gross negligence or willful misconduct; or (b) any infringement or violation of third-party intellectual property rights attributable to BizFlowy’s use of its Technology, provided Client notifies BizFlowy promptly of any such claims.

12.3. Exclusions. BizFlowy’s indemnification obligations shall not apply to claims arising from modifications made by Client or use of the Services in a manner inconsistent with this Agreement or applicable law.

13. DISCLAIMERS

13.1. General Disclaimer. ALL BIZFLOWY TECHNOLOGY AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BizFlowY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. BizFlowy does not warrant that the Services will meet Client’s requirements or that the operation of the Services will be uninterrupted, secure, or error-free.

13.2. No Legal or Regulatory Advice. Nothing in this Agreement constitutes legal, regulatory, or professional advice. BizFlowy does not provide advice regarding data privacy or compliance with applicable laws. Client is responsible for ensuring its compliance with all applicable laws.

13.3. For Clients Located in Australia. The provisions of this Section shall not exclude or limit any rights or remedies available to clients under Australian Consumer Law.

14. LIMITATIONS OF LIABILITY

14.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BIZFLOWY NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES. IN NO EVENT SHALL BIZFLOWY’S AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY CLIENT TO BIZFLOWY FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14.2. Clients Located in Australia. Where liability cannot be limited under Australian law, BizFlowy’s liability will be limited, at BizFlowy’s option, to either the repair/replacement of the Services or the payment of the cost of having the Services performed again.

15. DISPUTE RESOLUTION

15.1. Mediation. In the event of a dispute arising under this Agreement, the parties agree to first attempt to resolve the dispute through mediation under the applicable rules (e.g., Utah Uniform Mediation Act or the relevant Australian mediation rules for clients in Australia). Mediation shall commence within sixty (60) days following written notice of the dispute.

15.2. Judicial Action. If mediation fails, either party may commence judicial action. The exclusive jurisdiction for any disputes shall be the state courts located in Salt Lake County or Utah County, Utah (or the appropriate jurisdiction for clients in Australia, as applicable).

15.3. Exclusions. Claims for injunctive relief or enforcement of confidentiality obligations shall not be subject to the mediation process.

16. GENERAL PROVISIONS

16.1. Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that BizFlowy may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

16.2. Notices.
All notices under this Agreement must be in writing. Client must send any notices to BizFlowy’s legal department at the address provided in the Subscription Documentation or as updated on the Website. BizFlowy may send notices to the contact information (including email and postal address) provided by Client. Notices sent via email are deemed effective upon transmission (provided no error message is received), and those sent by postal mail are effective three (3) business days after dispatch via certified or registered mail. Each party agrees to promptly notify the other of any changes to its contact details. Failure to update contact information shall not relieve either party of its obligations under this section.

16.3. Publicity.
Unless otherwise specified in the applicable Subscription Documentation, BizFlowy may use Client’s name, logo, and trademarks to identify Client as a BizFlowy Client on our Website and in marketing materials. Such use shall be in accordance with any guidelines provided by Client.

16.4. Communication.
BizFlowy may communicate with Client via email, text messages, or other electronic means for administrative, operational, or promotional purposes. Client agrees to receive such communications and is responsible for maintaining up-to-date contact information. These communications will satisfy any legal requirement for written notice.

16.5. Referral Programs.
BizFlowy may, at its sole discretion, offer referral programs or similar opportunities. Participation in such programs is voluntary and subject to the terms of this Agreement and any separate Referral Program Terms that may be provided. BizFlowy reserves the right to modify or terminate any referral program at any time without notice.

16.6. Subcontractors.
BizFlowy may engage subcontractors to perform services under this Agreement. Notwithstanding any subcontracting, BizFlowy remains fully responsible for the performance of its obligations and for ensuring that any subcontractors comply with the terms of this Agreement.

16.7. Subpoenas.
Nothing in this Agreement prevents BizFlowy from disclosing Client Data if required by law, subpoena, or court order. When permitted by law, BizFlowy will use commercially reasonable efforts to provide Client with prior notice of such a request.

16.8. Independent Contractors.
The parties are independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on its behalf without prior written consent.

16.9. Force Majeure.
Neither party shall be liable for any delay or failure to perform any obligations under this Agreement (except for payment obligations) if such delay or failure is due to circumstances beyond its reasonable control, including but not limited to natural disasters, strikes, governmental actions, or other force majeure events.

16.10. Amendments; Waivers.
BizFlowy may update or modify these Terms by providing reasonable notice and posting the revised version on the Website or by email notification. Material modifications shall become effective upon Client’s acceptance or at the start of the next Subscription Term, whichever occurs first. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative. A waiver of any breach shall not constitute a waiver of any subsequent breach.

16.11. Headings.
The headings in this Agreement are provided solely for convenience and shall not affect the interpretation or construction of any provision herein.

16.12. Severability.
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

16.13. No Third-Party Rights.
Nothing in this Agreement is intended to confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns.

16.14. Attorneys’ Fees and Costs.
In any action or proceeding to enforce any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief to which it may be entitled.

16.15. Entire Agreement.
This Agreement, including all Subscription Documentation and any referenced policies or additional terms, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

16.16. Counterparts; Electronic Transmission.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall be deemed valid and binding for all purposes.

16.17. Governing Law; Jurisdiction and Venue.
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any disputes arising out of or related to this Agreement shall be in the state or federal courts located in Salt Lake County or Utah County, Utah. For Clients located in Australia, this Agreement is governed by the laws of Victoria, Australia, and disputes shall be resolved in the courts of Victoria.

16.18. Notice to California Residents.
If you are a California resident, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210, to resolve any complaint regarding our Services or to obtain further information regarding your rights under California law.