ANNEX.COM

SERVICE AGREEMENT

These Terms of Service (“Terms”) are a binding legal agreement between you (i.e., the User and/or Service Provider, as applicable) and Annex.com that govern your right to use our websites, applications, digital platform and other offerings through which Service Providers publish their respective Listings via their dedicated Storefronts to offer their Available Services and Users subscribe for such Available Services (collectively, the “Marketplace”). When used in these Terms, “Annex.com”, “we,” “us,” or “our” refers to Annex.com, LLC, a California limited liability company.

Through our Marketplace, we offer an online venue that enables operators of record storage centers, secure document destruction operators and other related service providers, and persons and entities that desire to utilize such record storage, document destruction services and other related services (collectively, “Members”) to publish, offer, search for, and purchase such services. Members who publish and offer record center storage services, document destruction services and related services are “Service Providers” and Members who search for, purchase, or use such services are “Users.” Service Providers offer records storage (“Record Storage Services”), secure destruction (“Secure Destruction Services”) and other related services (“Other Services”), and collectively offer “Available Services”, and each Service Provider offering of Available Services is a “Listing”, which such Service Provider publishes through a dedicated online webpage accessed via the Marketplace (each, a “Storefront”). Available Services can be offered on a recurring, long term basis (“Recurring Services”), or on a one-time per-use basis (“Non-Recurring Services”). Users must register an account to access and use many features of the Marketplace and must keep your account information accurate. As the provider and host of the Marketplace, we do not own, control or offer any Listings, Storefronts or Available Services. We are not a party to the contracts entered into directly between Service Providers and Users.

We maintain other terms and policies that supplement these Terms like our Privacy Policy, which describes our collection and use of personal data https://annex.com/privacy-policy.

User Terms of Service

The following terms set forth in Sections 1 through 4 apply to Users of the Marketplace:

1. Our Service.

Our Marketplace service provides secure applications to enable Users to search for and engage Service Providers for Available Services through the Service Providers’ appliable Storefronts, which such services and related offerings shall be updated from time to time as they become available. We also provide payment facilitation for the transactions performed.

2. Searching for Services and Subscription in the Marketplace.

2.1 Searching.

You can initially search for Available Services by location, and may also refine the search results by additional criteria such as type of services offered, price, etc.

2.2 Service Providers and Integration Levels.

When searching for Service Providers and Available Services, the applicable Listing within each Storefront will indicate whether the Service Provider is an “O’Neil Cloud Integrated Provider” or a “Non-O’Neil Integrated Provider.” Additionally, each Listing will reflect the level of platform integration (Professional, Premiere, or Enterprise) associated with the Service Provider.

O’Neil Cloud Integrated Providers are certified by Annex.com at the Enterprise Integration Level and operate using O’Neil Stratus hosted software. This enables full integration with the Annex.com platform, allowing for seamless interoperability and access to the platform’s enhanced features and service capabilities.

Non-O’Neil Integrated Providers are certified at either the Professional or Premiere Integration Levels by Annex.com. These Service Providers use their own or third-party software, which is not integrated with the Annex.com platform. As a result, their access to enhanced features and services is limited compared to fully integrated Service Providers.

The integration levels certified by Annex.com for each Service Provider are as follows:

Professional. A Service Provider certified by Annex.com to provide document management services with standard Annex.com benefits.
Premiere. An elevated integration tier, providing enhanced data visibility, and stronger data protection to serve more advanced client needs.
Enterprise. Our most comprehensive integration tier, providing multi-site coverage, and premium features and automation designed to support large-scale operations with our highest level of security and flexibility.

When selecting a Service Provider, it is your responsibility to understand the Available Services provided and available to you by the Service Provider.

2.3 Custom Service Quotes.

Users may also submit a service inquiry or quote request from any Service Provider utilizing the “Request Custom Quote” form located on each Service Provider’s Storefront (a “Custom Quote”). Submission of a Custom Quote allows Users to negotiate specific Available Services and the applicable fees and costs of the Service Provider applicable thereto (the “Custom Fee”). Each Custom Quote will be sent to the applicable Service Provider, and the applicable Service Provider will provide to the User a Custom Quote specific term sheet setting forth the terms and conditions of the Available Services to be offered and a detailed breakdown of the Custom Fee applicable thereto. Upon the mutual agreement of the User and the applicable Service Provider, the User and Service Provider shall enter into an agreement reflecting the final terms (including the Custom Fee applicable thereto) (each, a “Custom Services Agreement”).

2.4 Subscription.

When you subscribe for Available Services based on a Listing within a Storefront or under a Custom Services Agreement, you are agreeing to pay all charges for your use of such Available Services including storage, pick-up, delivery, cataloging, shredding, applicable fees like the Annex.com Service Fee and taxes, and any other items identified in the Listing and/or Custom Services Agreement, as applicable, including without limitation the fees, costs and other terms set forth in the Service Provider’s services sheet set forth in the Listing and/or Custom Services Agreement, as applicable (collectively, “Total Service Price”). You also agree that Annex.com may charge the Payment Method (as defined in the Payment Terms) used to subscribe for the applicable Available Services. When you receive a subscription confirmation or enter into a Custom Services Agreement, a contract for Available Services (a “Service Agreement”) is formed directly between you and the Service Provider. In addition to these Terms, you will be subject to, and responsible for complying with, all terms of the Service Agreement, including without limitation, any rules, standards, policies, or requirements identified in the Listing and/or Custom Services Agreement during the subscription that apply to the Service Agreement, including the terms and conditions set forth in the services sheet applicable to the Service Provider. You are responsible for reading and understanding these rules, standards, policies, and requirements before subscribing to Available Services.

2.5 Term of Service Agreement.

Recurring Services. Unless terminated earlier as provided in these Terms, each Service Agreement for Recurring Services will remain in effect for a period of one (1) year. After the first year, Users may terminate Recurring Services at any time upon notice to the applicable Service Provider. Service Providers are permitted to terminate Service Agreements for Recurring Services at the end of each year as provided in Section 5.9. Upon the termination of a Service Agreement by a Service Provider providing Record Storage Services at any time or for any reason, Annex.com shall coordinate with the applicable Service Provider to ensure that all of User’s records shall be physically delivered to such User or transferred to another Service Provider of Record Storage Services utilizing the Marketplace at User’s election. In the event Annex.com cannot obtain a suitable custodian for User’s records, Annex.com shall coordinate with the applicable Service Provider to ensure that all of User’s records shall be physically delivered to such User.

Non-Recurring Services. Each Service Agreement for Non-Recurring Services will remain in effect until completion of the Non-Recurring Service by the Service Provider.

3. Cancellations and Modifications.

3.1 Service Modifications.

Users and Service Providers are responsible for any modifications to the Available Services they agree to make via the Annex.com platform or directly between the Service Provider and such User (“Service Modification”), and agree to pay any additional amounts, fees, or taxes associated with any Service Modification. In the event you cancel or terminate any Recurring Services other than for cause (i.e., a violation of these Terms by the Service Provider that remains uncured for at least thirty (30) calendar days following your written notice of breach to the Service Provider), you shall be responsible for the cost and expense applicable to the retrieval and/or transfer of all materials held by the terminated Service Provider, if applicable. In addition, if a User terminates any Service Agreement for Recurring Services other than as permitted by these Terms during the first year of the Service Agreement, the User remains liable for the payment of the remainder of the Available Services for the current remainder of the Service Agreement term in the first year (the “Early Termination Fee”). The Early Termination Fee shall be determined by multiplying the Total Service Price for the month invoiced to User immediately prior to termination by the number of months remaining in the initial first year of the Service Agreement. Notwithstanding the foregoing, no Service Modifications to Recurring Services are permitted to any Service Agreement within the first twelve (12) months of the term of such Service Agreement, and thereafter only one Service Modification may be made to any continuing Service Agreement during each consecutive twelve (12) month renewal period of such Service Agreement. No Service Modifications are permitted to any Service Agreement for Non-Recurring Services.

3.2 Price Modifications.

Annex.com and Service Providers may modify and change their respective fees that are a part of the Total Service Price for Recurring Services on an annual basis. Users shall be notified of any change to the applicable fees of Annex.com or a Service Provider (the “Price Modification”) within 30 days prior to the expiration of the then current term of the applicable Service Agreement for Recurring Services. If a User does not terminate the applicable Service Agreement for Recurring Services prior to its renewal, continued use of the Available Services shall constitute User’s agreement to the Price Modification for Available Services thereafter during the renewal period. The Total Service Price during such renewal period for Recurring Services shall be calculated using the Price Modification. Notwithstanding the foregoing, no Price Modifications are permitted to any Service Agreement for Recurring Services within the first twelve (12) months of the term of such Service Agreement, and thereafter only one Price Modification may be made to any continuing Service Agreement during each consecutive twelve (12) month renewal period of such Service Agreement. No Price Modifications are permitted to any Service Agreement for Non-Recurring Services.

4. Your Responsibilities and Assumption of Risk.

4.1 Your Responsibilities.

You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you permit to act on your behalf in connection with the Available Services subscribed for.

4.2 Your Assumption of Risk.

You acknowledge that the information and materials that you permit a Service Provider to handle, store, manage and/or destroy on your behalf are valuable and may be subject to loss, damage or destruction by the Service Provider, and you further agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Marketplace, and any Content (as defined in Section 8), use of any Available Services, or any other interaction you have with other Members whether in person or online. This means it is your responsibility to investigate an Available Service to determine whether it is suitable for you.

4.3 Non-Payment; Destruction of Records.

You understand, acknowledge and agree that in the event that you subscribe for Available Services, you are responsible for the payment of the Total Service Price and Early Termination Fee, if applicable. In the event you are delinquent in the payment of any portion of the Total Service Price for a period of six months or more, the applicable Service Provider shall have the right, but not the obligation, at its sole discretion, and you hereby authorize such Service Provider, to (i) destroy all records and materials deposited by you with such Service Provider as permitted by applicable law, or (ii) deliver and return to you all of your records and materials in its possession, subject to all applicable costs and fees associated therewith (such as, permanent retrieval fees and delivery charges). Additionally, the Service Provider may terminate your Available Services. Notwithstanding the foregoing, prior to such destruction of records and materials or delivery for non-payment, Service Providers shall provide Users with 30 days prior written notice to cure such delinquent payments in full.

4.4 Limitation on Damages.

The terms and conditions set forth in the services sheet in the applicable Listing within a Storefront for the Service Provider may contain additional terms limiting the Service Provider’s liability and damages. Acceptance and use of a Service Provider’s Available Services by a User shall be deemed to be an agreement and acceptance of all such terms limiting the Service Provider’s liability and damages to such User in connection with the applicable Available Services.

Service Provider Terms of Service

The following terms set forth in Sections 5 through 7 apply to Service Providers:

5. Listing on Annex.com.

5.1 Service Provider.

As a Service Provider, Annex.com offers you the right to use the Marketplace to share one or more of your Listings and Available Services with our Users via your Storefront. You are responsible for the content of your own Listings, Storefront and setting your own pricing and services for each Listing. Service Provider’s that utilize the O’Neil Stratus hosted software (the “O’Neil Cloud Integrated Providers”) shall comply at all times with the Annex.com listing requirements for O’Neil Cloud Integrated Providers published by Annex.com, and all other non-O’Neil Cloud Integrated Providers (the “Non-O’Neil Integrated Providers”) shall comply at all times with the Annex.com listing requirements for non-O’Neil Integrated Providers published by Annex.com, each of which can be accessed at https://annex.com/listing-requirements.

The integration levels certified by Annex.com for each Service Provider are as follows

Professional. A Service Provider certified by Annex.com to provide document management services with standard Annex.com benefits.
Premiere. An elevated integration tier, providing enhanced data visibility, and stronger data protection to serve more advanced client needs.
Enterprise. Our most comprehensive integration tier, providing multi-site coverage, and premium features and automation designed to support large-scale operations with our highest level of security and flexibility.

Certification by Annex.com of each Service Provider’s integration tier level is at the sole and absolute discretion of Annex.com. Each Listing for a Service Provider must clearly indicate if the Service Provider is an O’Neil Cloud Integrated Provider or a Non-O’Neil Integrated Provider and shall further identify the integration tier level of such Service Provider as certified by Annex.com.

5.2 Contracting with Users.

When you accept a subscription for Available Services by a User through Annex.com and/or enter into a Custom Services Agreement with a User, you are entering into a contract directly with the User and are responsible for delivering your Available Services under the terms and at the price specified in your Listing and/or Custom Services Agreement, as applicable, and as otherwise required by these Terms. You also agree to pay applicable fees like the Annex.com Service Fee (and applicable taxes) for the Available Services applicable to each subscription and/or Custom Services Agreement. The applicable fees can be accessed here: https://annex.com/service-agreement-fee-schedule. Annex.com Payments will deduct amounts you owe from your payout unless we and you agree to a different method in writing. Any terms, policies, or conditions that you require for Users to utilize your Available Services must: (i) be consistent with these Terms and the information provided in your Storefront’s Listing and/or Custom Services Agreement, and (ii) be prominently disclosed in your Storefront’s Listing description and your special terms provided in your Listing or, if applicable, each of your Custom Services Agreements.

5.3 Independence of Service Providers; Good Business Practices.

Your relationship with Annex.com is that of an independent entity and not an employee, agent, joint venture, or partner of Annex.com, except that Annex.com acts as a payment collection agent as described in the Payments Terms. Annex.com does not directly or indirectly control your Available Services, and you agree that you have complete discretion whether and when to provide Available Services, and at what price and on what terms to offer them to Users, subject only to the minimum obligations and service level requirements set forth in these Terms. As an independent Service Provider, you shall always operate your business utilizing customary business practices, in a manner that at all times reflects positively on Annex.com and its affiliates, and you shall refrain from any conduct that negatively reflects upon the business and goodwill of Annex.com associated therewith. You shall also comply at all time with all foreign, federal, provincial, state and local laws applicable to you and the jurisdictions in which you operate, advertise and/or provide your Applicable Services.

5.4 Minimum Service Levels. As a Service Provider offering Available Services on the Marketplace, you covenant and agree with Annex.com and each of your Users that you and your Available Services will always comply with the following minimum service level obligations, which such minimum obligations form a part of the Service Agreement between you and each of your Users (collectively, the “SLA”):

5.4.1 Availability. Your hours of operation and availability for record retrieval services must comply with the Service Provider Business Day and are referenced in your Listing. A “Service Provider Business Day” means a “Record Center Business Day” as defined in the O’Neil Stratus application for O’Neil Cloud Integrated Providers, and the business hours and operational business days provided to Annex.com for inclusion in a Listing by Non-O’Neil Integrated Providers.

5.4.2 Response Time. Upon receipt of an order either via initial Annex.com Web Order for O’Neil Cloud Integrated Service Providers or otherwise for Non-O’Neil Integrated Service Providers, as applicable, you must contact the customer within one Service Provider Business Day of the applicable order submission to arrange initial timing of pickup and completion of service.

5.4.3 Order Fulfilment Time. All orders must be fulfilled by the Required-By-Date as provided herein as follows:

For O’Neil Cloud Integrated Providers, the Required-By-Date shall be the date provided in the Stratus Enhanced Priority Service workflow; and

For Non-O’Neil Integrated Service Providers, the Required-By-Date/Time shall be the “required-by date/time” as entered in the order submission. In the event that a Required-By-Date/Time is not provided at the time the order is submitted, the Non-O’Neil Integrated Service Provider must make initial contact with the User within one (1) business day of receiving the order and mutually agree with the User on a Required-By-Date/Time for order fulfilment. Once agreed upon, this date shall be considered the binding Required-By-Date for the purposes of compliance with this section.

Failure to meet the Required-By-Date, whether predefined or mutually agreed upon post-submission, shall be considered an SLA breach subject to applicable remedies outlined in these Terms.

5.4.4 User Communication. You shall respond to all questions, concerns, and/or complaints from any User within one Service Provider Business Day.

5.4.5 Standard SLAs and Modifications. To the extent consistent with this SLA or these Terms, you shall strictly comply with your own standard service level agreements applicable to your Users, including any modifications required thereto by Annex.com prior to your Listing.

5.5 Software Requirements. O’Neil Cloud Integrated Providers shall, at all times, utilize only Annex.com and O’Neil Stratus hosted software technology for the management of all Available Services provided to Users including, without limitation, Record Storage Services. This includes, but is not limited to, inventory management, service scheduling, tracking, reporting, and billing.

Notwithstanding the foregoing, Annex.com recognizes that certain O’Neil Cloud Integrated Service Providers may use O’Neil Stratus for Record Storage Services and a separate, non-O’Neil application for Secured Destruction Services. In such cases, the O’Neil Cloud Integrated Provider must:

Maintain active and uninterrupted use of the O’Neil Stratus hosted software for all Record Storage Services for the entire Term of each applicable Service Agreement and these Terms; and

Ensure that any non-O’Neil system used for Secured Destruction Services is capable of fully supporting all Annex.com-required processes including, but not limited to, order intake, service tracking, audit compliance, and billing data submission in accordance with Annex.com standards.

Service Providers are strongly encouraged to manage all Marketplace-related business through a single, integrated platform—preferably O’Neil Stratus—to promote operational efficiency, consistency of service, and streamlined communication between the Service Provider, Annex.com and Users.

Non-O’Neil Cloud Integrated Providers remain responsible for the maintenance, operation, and compliance of their internal service management systems, including adherence to all Annex.com data reporting, SLA and service delivery requirements.

5.6 Use of Platform. For so long as any User has subscribed for and is currently utilizing Available Services from you under these Terms, you shall, and shall cause all of your successors and assigns, to license and use the Marketplace and, to the extent you are an O’Neil Cloud Integrated Provider, to license and use O’Neil Stratus hosted software technology, in each case to manage such User’s documents, records, materials and services. You shall not be permitted to cancel or terminate your license to the Marketplace and, to the extent you are an O’Neil Cloud Integrated Provider, your license to O’Neil Stratus hosted software technology, in each case until the date upon which all documents, records and materials of all Users that have subscribed for your Available Services shall have been physically retrieved by such User or transferred to another Service Provider utilizing the Marketplace.

5.7 Failure to Meet Minimum SLA or Software Requirements. If you fail to satisfy the minimum SLA requirements set forth in Section 5.4 above or the software requirements in Section 5.5 above, then Annex.com and/or the User shall have the right to immediately terminate the applicable Service Agreement between the Service Provider and such User. In the event of a termination of a Service Agreement under this Section 5.7 by either Annex.com or User, the Service Provider shall cooperate with Annex.com and the applicable User to cause the transfer of all User documents, records and materials under Service Provider’s control to another Service Provider within the Marketplace as directed by the User, and or return such documents and materials to the User, in each case at the sole cost and expense of the terminated Service Provider.

5.8 Compliance Audit. Upon notice to Annex.com of Service Provider’s non-compliance with these Terms, each O’Neil Integrated Service Provider authorizes Annex.com to access all reports and information from the O’Neil Stratus database concerning the O’Neil Integrated Service Provider and its Users and each Non-O’Neil Integrated Service Provider shall promptly provide all information and materials reasonably requested by Annex.com, in each case, to determine compliance with these Terms, and such Service Provider will cooperate with Annex.com in all reasonable requests of Annex.com to determine Service Provider’s compliance with these Terms. Should Annex.com determine in its sole and absolute discretion that Service Provider is not in compliance with any of these Terms, Service Provider shall implement such reasonable recommendations as Annex.com shall provide.

5.9 Term of Service Agreement.

Recurring Services. Unless terminated earlier as provided in these Terms (including by Users pursuant to Section 2.5), each Service Agreement for Recurring Services will remain in effect for a period of one (1) year and will automatically renew for additional periods of one (1) year each unless a Service Provider notifies Annex.com and the User of its intention not to renew such Service Agreement at least thirty (30) days prior to the expiration date of the then current one (1) year term.
Non-Recurring Services. Each Service Agreement for Non-Recurring Services will remain in effect until completion of the Non-Recurring Service by the Service Provider.

6. Managing Your Storefront and Listing.

6.1 Creating and Managing Your Storefront and Listing. Annex.com allows you to set up and create a Storefront with one or more Listings. O’Neil Cloud Integrated Service Providers shall manage their respective Storefront and Listings utilizing the O’Neil Stratus Application. Non-O’Neil Integrated Service Providers shall provide all applicable Storefront and Listing information to Annex.com directly and promptly notify Annex.com of any modifications or changes thereto, in each case as directed by Annex.com.

Your Storefront and each of your Listings must include complete and accurate information about your Applicable Services, your prices, other charges, and any additional rules or requirements that apply to your Users or Listing and the provision of your Available Services. You are responsible for keeping your Listing information and content up to date and accurate at all times. You are solely responsible for any mistakes or inaccuracies in your Listing. You may only maintain one Storefront and Listing per Service Provider’s service facility and/or affiliated locations. All information in any Storefront and Listing shall be strictly limited to relevant commercial and business information applicable to your Available Services and shall not contain any non-commercial or non-business information or commentary and shall also be free of any political or social commentary, in all cases as determined by Annex.com in its sole and absolute discretion. Annex.com reserves the right to suspend or take down any Storefront or Listing that it determines, in its sole and absolute discretion, violates these Terms. These Terms govern all of the Service Provider's Storefronts and Listings.

Service Provider’s may request, and Annex.com may provide, certain support services and assistance to Service Provider in establishing their respective Storefront and Listing. In such event, Service Provider’s requesting such support and assistance represent and acknowledge that Annex.com assumes no responsibility or liability to the Service Provider for the support and assistance rendered, the content of any Storefront and Listing or the performance of Service Provider of any Available Services.

6.2 Know Your Legal Obligations. You are responsible for understanding and complying with any laws, rules, regulations, and your contracts with third parties that apply to your Listing and/or Available Services. You are responsible for handling and using personal data of Users and others in compliance with applicable privacy laws and these Terms. If you have questions about how local laws apply you should always seek independent legal advice.

6.3 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Available Services. You are responsible for setting your price and establishing rules and requirements for your Listing and Available Services, subject to these Terms. You must describe any and all fees and charges in your Listing description and may not collect any additional fees or charges outside Annex.com. You are prohibited from encouraging Users to create third-party accounts or take any other actions outside the Marketplace that relate to your Available Services advertised in your Listing.

6.4 Your Assumption of Risk. You acknowledge that providing Available Services carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Marketplace, offering Available Services, the content of your Storefront and Listings or any interaction you have with other Members whether in person or online. You agree that you have had the opportunity to investigate the Marketplace and any laws, rules, regulations, or obligations that may be applicable to your Listings or Available Services and that you are not relying upon any statement of law made by Annex.com.

6.5 Service and Price Modifications. Service Providers may update their Storefront and Listings at any time. Notwithstanding the foregoing, no Service Modifications or Price Modifications are permitted to any Service Agreement for Recurring Services within the first twelve (12) months of the term of such Service Agreement, and thereafter only one Service Modification and/or Price Modification may be made to any continuing Service Agreement during each consecutive twelve (12) month renewal period of such Service Agreement. Additionally, any Price Modifications must be communicated to applicable Users within 30 days prior to the expiration of the then current term of the applicable Service Agreement for Recurring Services. No Service Modifications or Price Modifications are permitted to any Service Agreement for Non-Recurring Services.

6.6 Consent to Third-Party Sites. To the extent Service Provider and its Available Services are eligible to be listed on any third-party service provider’s website search function or online marketplace (each, a “Third-Party Listing”), each such Service Provider authorizes and consents to allow Annex.com the right to permit (i) Service Provider and its Available Services to be included in and listed as part of the Third-Party Listing and (ii) a hyperlink in such Third-Party Listing to the Service Provider’s Storefront in the Marketplace.

7. Taxes.

7.1 Collection of Taxes. Annex.com shall, where required by applicable law (including but not limited to U.S. Marketplace Facilitator laws, U.K. VAT Deemed Supplier rules, or EU VAT OSS/IOSS regimes), or where it elects to do so, collect applicable sales tax, VAT, GST, or other similar indirect taxes (“Taxes”) from Members at the time of transaction on behalf of the Service Provider.

7.2 Service Provider Responsibility. The Service Provider remains solely responsible for determining, reporting, and remitting any Taxes not collected and remitted by Annex.com to the appropriate tax authorities. Where Annex.com collects Taxes on behalf of the Service Provider or under applicable law, it will remit such Taxes directly to the relevant tax authority in compliance with U.S., U.K., and EU requirements. Where Annex.com is not obligated to remit, it will disburse collected Taxes to the Service Provider with the applicable payout .

7.3 Withholding and Remittance by Annex.com. Annex.com shall withhold and remit Taxes to tax authorities only where expressly required under applicable U.S., U.K., or EU law (e.g., Marketplace Facilitator, Deemed Supplier, or OSS/IOSS obligations) or as agreed in writing with the Service Provider. In all other cases, the Service Provider bears full responsibility for compliance with applicable tax laws and for timely remittance of Taxes owed. You agree that your sole remedy for Taxes collected by Annex.com is a refund from the applicable Tax authority only. Notwithstanding anything to the contrary, you acknowledge and agree that we retain the right, with prior notice to affected Members, to cease the collection and remittance of Taxes in any jurisdiction for any reason.

7.4 Documentation and Reporting. Upon reasonable request, Annex.com shall provide transaction records identifying all Taxes collected and, where applicable, remitted on behalf of the Service Provider, including sufficient detail to support the Service Provider’s VAT or sales tax reporting obligations in the U.S., U.K., and EU. Annex.com does not provide tax advice and makes no warranties regarding the tax treatment of Services provided by the Service Provider.

Payment Terms

Sections 8 through 10 and 12 of the following Payment Terms apply to Users, and Section 11 and 12 of the following Payment Terms apply to Service Providers:

8. User Payment Services

Annex.com provides payment services to Members in connection with the Available Services and other current and future services provided via Annex.com. These payment services include the following (collectively, “Payment Services”):

• Collecting payments from Users by direct invoicing such users or charging the payment method associated with their Annex.com account, such as credit card, debit card or bank account (“Payment Method”);

• Effecting payments to Service Providers (“Payout”) to a financial instrument associated with their Annex.com account, such as a bank account or check payment (“Payout Method”);

• Effecting payments to a third-party Payout Method designated by a Service Provider;

• Payment collection services; and

• Other payment-related services in connection with Available Services.

All Members must use Payment Services to use the Marketplace. In order to use the Payment Services, Members must have an Annex.com Marketplace account in good standing in accordance with these Terms and must keep the payment and other required information accurate and complete.

9. User use of the Payment Services

9.1 Payment Services. By using the Payment Services, you agree to comply with these Payments Terms. Annex.com may temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services. Annex.com may improve, enhance and modify Payment Services and introduce new Payment Services from time to time. Annex.com will provide notice to Members of any changes to the Payment Services, unless such changes do not materially increase the Members’ contractual obligations or decrease the Members’ rights under these Payments Terms.

9.2 Third Party Services. Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Members should review them. The Annex.com Marketplace is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by Annex.com of those Third-Party Services.

9.3 Additional Terms. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

10. User Terms

10.1 Adding a Payment Method. When you add a Payment Method to your Annex.com Marketplace account, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Annex.com or its third-party payment processor(s). You authorize Annex.com and its payment service providers to collect and store your Payment Method information.

10.2 Payment Method Verification. When you add or use a new Payment Method, Annex.com may verify the Payment Method by (i) authorizing your Payment Method for one or two nominal amounts via a payment service provider, and asking you to confirm those amounts, or (ii) requiring you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payment Method.

10.3 Payment Authorization. You allow Annex.com to directly invoice or charge your Payment Method, as applicable, either directly or indirectly, for all fees due (including any applicable taxes) in connection with the Available Services you have subscribed for under your Annex.com Marketplace account.

10.4 Automatic Update of Payment Method. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partners or your bank and automatically update your Payment Method on file.

10.5 Timing of Payment. Annex.com charges initial Service Fees plus any applicable sales tax and Annex.com Marketplace platform fees on your Payment Method during the onboarding process. You agree to pay all such fees utilizing the Payment Method provided to Annex.com. Subsequently, Annex.com bills you monthly for the Total Service Price due for each month after the Service Provider submits to us the monthly Total Service Price related to your Available Services for such month. You agree to pay all such fees within 14 days of the date of Annex.com invoice ("User Payment Term”). If you fail to fully pay the monthly Total Service Price due within the User Payment Term, Annex.com will collect the Total Service Price due at a later point in accordance with Section 12.3.

10.6 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and the Annex.com Marketplace is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

10.7 Your Payment Method, Your Responsibility. The Annex.com Marketplace is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

11. Service Provider Terms

11.1 Payment Collection. Service Provider hereby grants a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to Annex.com to access and use the information and data from your Annex.com Marketplace account and, if applicable, O’Neil Stratus or other hosted software to calculate the fees due for Available Services and to invoice your applicable Users therefor.

For Service Providers operating in a hosted environment (i.e., Service Providers using O’Neil Cloud Hosted software integrated with the Marketplace), Annex.com will extract the necessary invoicing data directly from the hosted environment and generate invoices to the applicable Users accordingly.

For all other non-hosted environment Service Providers, the Service Provider shall: (i) be responsible for generating a billing report, in a format specified or approved by Annex.com, for all orders completed via the Marketplace in the preceding calendar month; (ii) submit such billing report to Annex.com via the designated email address no later than the second (2nd) business day of each month; and (iii) shall not invoice Users directly for any such Available Services.

11.2 Valid Payout Method. To receive a Payout, the Service Provider must have a valid Payout Method linked to your Annex.com Marketplace account. When Service Provider adds a Payout Method to its Annex.com Marketplace account, it will be asked to provide information such as name, government identification, tax ID, billing address, and financial instrument information either to Annex.com or its third-party payment processor(s). Depending on the Payout Method selected additional information may be required. Providing requested information is required for a Payout Method to be valid. The information Annex.com requires for a valid Payout Method may change, and Annex.com may request additional information at any time; failing to provide requested information may result in Annex.com temporarily placing a hold, suspending, or canceling any Payout until the information is provided and, if necessary, validated. Service Provider authorizes Annex.com to collect and store its Payout Method information. Annex.com may also share such information with governmental authorities as required by applicable law.

11.3 Timing of Payout. Subject to and conditional upon Service Provider’s timely delivery of all information to Annex.com necessary to establish a valid payout method pursuant to Section 11.2 and the successful receipt of the payments from User, Annex.com will initiate Payouts to Service Provider’s selected Payout Method. The initial Payout for a new User that subscribes for Available Services shall be within 14 days of establishing a valid Payout Method and thereafter shall be paid within 14 days after Annex.com receives payment from the applicable User for each monthly invoice.

11.4 Payout. Service Provider’s Payout for a monthly Total Service Price less applicable fees like Annex.com Service Fees and applicable taxes.

11.5 Payout Restrictions. Annex.com may temporarily place a hold, suspend, or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or completing an investigation; or if we are unable to verify Service Provider’s identity, or to obtain or verify requested information. Furthermore, Annex.com may temporarily place a hold on, suspend, or delay initiating or processing any Payout due to Service Provider under the Terms due to a Force Majeure Event.

11.6 Payment Service Providers. Payout Methods may involve the use of third-party payment service providers. These payment service providers may charge Service Provider additional fees when processing Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and Annex.com is not responsible for any such fees and disclaims all liability in this regard. Service Provider’s Payout Method may also be subject to additional terms of use. Please review them before using such Payout Method.

11.7 Your Payout Method, Your Responsibility. Annex.com is not responsible for any loss suffered by Service Provider as a result of incorrect Payout Method information provided by Service Provider.

12. General Payment Terms

12.1 Fees. Annex.com shall charge fees for use of the Payment Services to both the Service Provider and Users, and any applicable fees will be disclosed to Service Providers and to Users in the Terms or via the Marketplace.

12.2 Payment Authorizations. You authorize Annex.com to collect from you amounts due pursuant to these Terms by either (i) charging the Payment Method associated with the relevant Available Services, any other Payment Method on file that you authorize in your Annex.com Marketplace account (unless you have previously removed the authorization to charge such Payment Method(s)), or invoice you directly, or (ii) by withholding the amount from a Service Provider’s future Payout. Specifically, User and Service Provider each authorize Annex.com to collect, as applicable:

• Any amount due to Annex.com.

• Any amount due to a Service Provider from the applicable User.

• Taxes, where applicable and as set out in the Terms.

If a Payment Method associated with the relevant Available Services is determined to be expired, invalid or otherwise not able to be charged or collected for any reason (such as insufficient funds), User remains responsible for any uncollected amounts and Annex.com may charge the Payment Method related to your Available Services again or use any other Payment Method on file associated with your Annex.com account, if available, to collect such Additional Amounts. Any amount not collected for any reason will be subject to any remedies that may be available, including, but not limited to, referral to a collections agency, or pursuit of available causes of action or claims against you.

In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with a Payment Method, User may be charged fees that are incidental to the collection of these delinquent amounts and chargebacks by Annex.com. Such fees or charges may include collection fees, convenience fees or other third-party charges. Additionally, Annex.com shall be entitled to charge interest on any delinquent amounts owed by a User or Service Provider at a rate equal to the lesser of the interest rate on past due invoices as listed https://annex.com/service-agreement-fee-schedule or the maximum rate permitted by law.

12.3 Collections

12.3.1 If Annex.com is unable to collect any amounts a User or Service Provider owe under these Terms, Annex.com may engage in collection efforts to recover such amounts.

12.3.2 Annex.com will deem any owed amounts overdue when: (a) for authorized charges or direct invoices, thirty (30) days have elapsed after Annex.com first attempts to charge your Payment Method or issued the invoice, as applicable; and (b) for withholdings from a Service Provider’s future Payouts, sixty (60) days have elapsed after the adjustment is made to the Service Provider’s Annex.com account associated with the Available Services.

12.3.3 All communications in relation to amounts owed will be made by electronic mail or by phone, as provided to Annex.com by User or Service Provider, as applicable. Such communications may be made by Annex.com, or by anyone on their behalf, including but not limited to a third-party collection agent.

12.4 Payment Processing Errors

12.4.1 Annex.com will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you or Service Provider, as applicable, so that such party ends up receiving or paying the correct amount. This may be performed by Annex.com or a third party such as a financial institution. We may also take steps to recover funds sent in error (including but not limited to duplicate payments due to a processing error), by reduction, offset and/or debit in the amount of such funds from any future Payouts.

12.4.2 To the extent you or Service Provider receive any funds in error, you and Service Provider, as appliable, agree to immediately return such funds to Annex.com.

General Terms

The following terms set forth in Sections 13 through 25 apply to all Users and Service Providers:

13. Content.

Consistent with Annex.com’s commitment to facilitating business relationships between Users and Service Providers, Annex.com enables Users and Service Providers to provide feedback, text, still images, audio, video, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, you grant Annex.com a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish, and otherwise exploit, that Content, without limitation. If Content includes personal information, our privacy policy describes how we use that personal information. Where Annex.com pays for the creation of Content or facilitates its creation, Annex.com may own that Content, in which case supplemental terms or disclosures will say that. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant Annex.com the rights described in these Terms. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party.

14. Fees.

Annex.com charges fees (and applicable Taxes) to Service Providers and Users for the right to use the Annex.com Marketplace (the “Service Fees”). The Service Fees are non-refundable. Annex.com reserves the right to change the Service Fees at any time and will provide Members with notice of any fee changes before they become effective. The current schedule of Service Fees charged to Service Providers and Users may be accessed here https://annex.com/updated-service-agreement-fee-schedule.

15. Annex.com Rules.

15.1 Rules. You must follow these rules and must not help or induce others to break or circumvent these rules.

Do not scrape, hack, reverse engineer, compromise or impair the Annex.com Marketplace.
Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Annex.com Marketplace.
Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Annex.com Marketplace or Content.
Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Annex.com Marketplace.
Do not take any action that could damage or adversely affect the performance or roper functioning of the Annex.com Marketplace.
Only use the Annex.com Marketplace as authorized by these Terms or another ritten agreement with us.
You may only use another Member’s personal information as necessary to facilitate a transaction using the Annex.com Marketplace as authorized by these Terms.
Do not use the Annex.com Marketplace, our messaging tools, or Members’ personal information to send commercial messages without the recipient’s express consent.
You may use Content made available through the Annex.com Marketplace solely as necessary to enable your use of the Marketplace as a User or Service Provider.
Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another written agreement you have with us.
Do not request, make, or accept a subscription or any payment outside of the Annex.com Marketplace to avoid paying fees, taxes or for any other reason.
Do not require or encourage Users to open an account or otherwise interact, with a third-party website, application or service before, during or after a Service Agreement, unless authorized by Annex.com.
Do not engage in any practices that are intended to manipulate our search algorithm.
Do not purchase Available Services unless you are actually using the Available Services.
Do not use, copy, display, mirror, or frame the Annex.com Marketplace, any Content, any Annex.com branding, or any page layout or design without our written consent.
Honor your legal obligations.
Understand and follow the laws that apply to you, including privacy, data protection, and export laws.
If you provide us with someone else’s personal information, you: (i) must do so in compliance with applicable law, (ii) must be authorized to do so, and (iii) authorize us to process that information under our privacy policy.
Read and follow our Terms.
Do not use the name, logo, branding, or trademarks of Annex.com or others without express written permission.
Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Annex.com branding.
Do not offer Available Services that violate the laws or agreements that apply to you.

15.2 Reporting Violations. If you believe that a User, Service Provider, Storefront, Listing or Content poses an imminent risk of harm to a person or property, you should immediately contact local authorities before contacting Annex.com. In addition, if you believe that a User, Service Provider, Storefront, Listing, Content or Available Services has violated these Terms, you should report your concerns to Annex.com. If you reported an issue to local authorities, Annex.com may request a copy of that report. Except as required by law, you agree that we are not obligated to act in response to any report.

15.3 Copyright Notifications. If you believe that Content on the Annex.com Marketplace infringes copyrights, please notify Annex.com customer service.

16. Termination, Suspension, and other Measures.

16.1 Term. The agreement between you and Annex.com reflected by these Terms is effective when you access Annex.com (for example to create an account) and remains in effect until either you or we terminate the agreement in accordance with these Terms. Unless terminated earlier as provided in these Terms, these Terms will remain in effect for a period of one (1) year, and will automatically renew for additional periods of one (1) year each unless a party notifies Annex.com of its intention not to renew such Terms within thirty (30) days of the expiration of the then current one (1) year term.

16.2 Termination. Annex.com may terminate this agreement and your account for any reason by giving you 30 days’ written notice, including via email or using any other contact information you have provided for your account. Annex.com may also terminate this agreement immediately and without notice and stop providing access to Annex.com if you breach these Terms, you violate applicable laws, or we reasonably believe termination is necessary to protect Annex.com, the Marketplace, its Members, or third parties.

16.3 User Violations. If (i) you breach these Terms, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Annex.com believes it is reasonably necessary to protect Annex.com, the Marketplace, its Members, or third parties, Annex.com may, with or without prior notice:

suspend or limit your access to or use of the Annex.com Marketplace and/or your account;
suspend or remove Storefronts, Listings or other Content; or
suspend or revoke any special status associated with your account.

16.4 Legal Mandates. Annex.com may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 16.3.

17. Modification.

Annex.com may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Marketplace and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of any material changes by email at five (5) business days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Marketplace will constitute acceptance of the revised Terms.

18. Annex.com’s Role.

We offer you the right to use the Marketplace that enables Members to publish, offer, search for, and subscribe for Available Services. While we endeavor to deliver a great experience to Members using the Annex.com Marketplace, we do not and cannot control the conduct of Users and Service Providers. You acknowledge that Annex.com has the right, but does not have any obligation, to monitor the use of the Marketplace and verify information provided by our Members. Members agree to cooperate with and assist Annex.com in good faith, and to provide Annex.com with such information and take such actions as may be reasonably requested by Annex.com with respect to any investigation undertaken by Annex.com regarding the use or abuse of the Marketplace. Annex.com is not acting as an agent for any Member except for where Annex.com Payments acts as a collection agent as provided in the Payments Terms.

19. User Accounts.

You must register an account to access and use many features of the Marketplace. Registration is only permitted for legal entities, partnerships and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the Marketplace under the laws of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up to date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Annex.com if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions.

20. Disclaimer of Warranties.

We provide the Annex.com Marketplace and all Content “as is” without warranty of any kind, and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any User, Service Provider, Available Service, Storefront, Listing or third party; (ii) and we do not warrant the performance or non-interruption of the Annex.com Marketplace. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration and scope of any such statutorily required rights or warranties will be limited to the maximum extent permitted by law.

21. Limitations on Liability.

Neither Annex.com (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Marketplace or any Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Marketplace or any Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Marketplace, or (iv) publishing or subscription of a Storefront or Listing, including the provision or use of Available Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Annex.com has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.

Except for our obligation to transmit payments to Service Providers under these Terms, in no event will the aggregate liability of Annex.com for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Marketplace, any Content, or any Available Service, exceed: (A) to Users, the amount you paid to Annex.com in Service Fees as a User during the 12-month period prior to the event giving rise to the liability, (B) to Service Providers, the amount you paid to Annex.com in Service Fees as a Service Provider in the 12-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred U.S. dollars (US$100).

These limitations of liability and damages are fundamental elements of the agreement between you and Annex.com. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.

22. Indemnification.

To the maximum extent permitted by applicable law, you agree to release, defend (at the option of Annex.com), indemnify, and hold Annex.com (including its affiliates, and their personnel) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply), (ii) your improper use of the Marketplace, (iii) your interaction with any User, Service Provider or any Available Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights.

23. Governing Law and Venue.

These Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings must be brought in state or federal court in Orange County, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Orange County, California.

24. Dispute Resolution and Arbitration Agreement.

24.1 Agreement to Arbitrate. You and Annex.com mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Marketplace, Available Services, or any Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”) administered by the American Arbitration Association (“AAA”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Annex.com agree that the arbitrator will decide that issue. Any arbitration shall take place in Orange County, California.

24.2 Exceptions to Arbitration Agreement. You and Annex.com each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 23): (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief. You and Annex.com agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.

24.3 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules”) then in effect.

24.4 Attorney’s Fees and Costs. The prevailing party in any Dispute shall be awarded reasonable attorneys’ fees and costs.

24.5 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

24.6 Jury Trial Waiver. You and Annex.com acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

24.7 No Class Actions or Representative Proceedings. You and Annex.com acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.

24.8 Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.

24.9 Survival. This Section 24 will survive any termination of these Terms and will continue to apply even if you stop using the Marketplace or terminate your Annex.com Marketplace account.

25. Miscellaneous.

25.1 Interpreting these Terms. Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Annex.com and you pertaining to your access to or use of the Annex.com Marketplace and supersede any and all prior oral or written understandings or agreements between Annex.com and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Annex.com. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”

25.2 No Waiver. Failure by Annex.com to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

25.3 Assignment. You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without the prior written consent of Annex.com. Annex.com may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.

25.4 Notice. Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement, will be provided electronically and given by Annex.com via email, Marketplace notification, messaging service (including SMS and other text messaging services), or any other contact method we enable and you provide.

25.5 Third-Party Services. The Marketplace may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Annex.com is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.

25.6 Marketplace Content. Content made available through the Marketplace may be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge that all intellectual property rights for that Content are the exclusive property of Annex.com and/or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the Marketplace except to the extent you are the legal owner of that Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Annex.com grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Marketplace applications on your personal device(s); and (ii) access and view the Content made available on or through the Marketplace and accessible to you, solely for your personal and non-commercial use.

25.7 Data Breach. Annex.com and/or Service Providers shall promptly notify the other in writing upon becoming aware of any actual or suspected unauthorized access to, or disclosure of, a User’s data (each, a “Data Breach”). Annex.com and the affected Service Provider will cooperate in investigating and mitigating the Data Breach. If the Data Breach is reasonably likely to result in harm to an affected Users or is otherwise required by applicable law, the Annex.com shall provide timely and accurate notifications to such affected Users, specifying the nature of the breach, the data involved, and recommended protective measures.  Where the impact is assessed as low risk (in the sole and absolute discretion of Annex.com) and no legal obligation to notify exists under applicable law, User notification may be deferred or omitted, provided that Annex.com and the affected Service Provider document the assessment and mitigation steps taken. Each affected party shall bear its own costs and expenses associated with compliance with this Section 25.7 unless otherwise agreed in writing.

25.7 Force Majeure. Annex.com shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.