CONGRUE, LLC
454 Irwin Street NE, Suite 6
Atlanta, GA 30312
www.congrueit.com

TERMS OF USE

Essentially...

When you use our website or services, you agree to these terms.

PLEASE READ THESE TERMS OF USE (“AGREEMENT”) CAREFULLY AS IT MAY AFFECT YOUR LEGAL RIGHTS. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU ("YOU" OR “YOUR”) AND CONGRUE, LLC (“WE”, “OUR” OR “US) THAT DESCRIBES THE TERMS AND CONDITIONS APPLICABLE TO YOUR USE OF THE SITE LOCATED AT www.congrueit.com (THE "WEBSITE") AND THE SERVICES OFFERED ON THE WEBSITE (THE “SERVICE”). CAREFULLY READ ALL OF THE APPLICABLE TERMS AND CONDITIONS AS SET OUT BELOW. 

BY ACTUALLY USING THE WEBSITE OR THE SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN THIS CASE, YOU UNDERSTAND AND AGREE THAT WE WILL TREAT YOUR USE OF THE WEBSITE OR SERVICES AS ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE AGREEMENT FROM THAT POINT FORWARD. 

YOU MAY NOT USE THE WEBSITE OR SERVICES AND MAY NOT ACCEPT THE TERMS AND CONDITIONS OF THE AGREEMENT IF (X) YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US, OR (Y) YOU ARE A PERSON BARRED FROM USING THE WEBSITE OR SERVICES IN WHICH YOU HAVE SELECTED UNDER THE LAWS OF THE UNITED STATES OR OTHER COUNTRIES INCLUDING THE COUNTRY IN WHICH YOU ARE RESIDENT OR FROM WHICH YOU USE THE WEBSITE OR SERVICE. 

PLEASE NOTE THAT BY ACTUALLY USING THE WEBSITE OR SERVICES, THAT IT IS THE EQUIVALENT OF YOU PHYSICALLY SIGNING THE AGREEMENT AND INDICATES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, PLEASE STOP ANY FURTHER USE OF THE WEBSITE OR SERVICES.

Your use of the Website is also subject to any other contracts you may have with us (each, a “Separate Agreement”).  In the case of any conflict between this Agreement and any Separate Agreement you have with us, the terms of the Separate Agreement will control.

Essentially...

We give you access to the website. Don't break it.

1. WEBSITE LICENSE. Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-transferable license (subject to any restrictions set forth herein), which we reserve the right to revoke at any time in our sole discretion, to electronically access the Website subject, but not limited, to the following limitations:

A. You are not allowed to access or attempt to access any of our other systems, programs or data that is not made available for public use;

B. Except as necessary to properly utilize the Website and/or the Services, you are not allowed to copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the Website;

C. You shall limit use of the Website for your internal, lawful, business purposes only;

D. You are not allowed to utilize a work around of any technical limitations in the Website, use any tool to enable features or functionalities that are otherwise disabled in the Website, or decompile, disassemble, or otherwise reverse engineer the Website except as otherwise permitted by applicable law; and

E. You are not allowed to perform or attempt to perform any actions that would interfere with the proper working of the Website, prevent access to or the use of the Website by our other licensees or customers, or impose an unreasonable or disproportionately large load on our infrastructure.

2. GENERAL TERMS OF USE OF WEBSITE.

A. General Description of Website. The Website is an online service where businesses (“Hiring Companies”) can identify, and retain professionals (“Consultants”) to augment their professional service needs. 

Essentially...

Take care of your User ID.

B. User ID and Security. In order for you to be able to use the Website, we will require you to set up an account and obtain a user-name and password. You agree to maintain adequate security procedures to prevent unauthorized use or disclosure of your user-name and password and to protect the Website from improper access. Your user-name and password is personal to you only. If you become aware of any unauthorized use of your user-name and password, or of your account, you agree to notify us immediately at admin@congrueit.com.

Essentially...

You are responsible for content you put on the Site.

C. Accuracy of User Content on Website. We try to make sure that all profiles, description of services, proposals, specifications, pricing, information, data, text, software, music, sound, photographs, graphics, video, advertisements, messages or other related materials that users submit on the Website are reasonably accurate (the “User Content”). Despite our good faith efforts, you acknowledge that User Content posted, displayed, or submitted on the Website is the sole responsibility of the person from which such User Content originated. We do not assume responsibility for any of these errors or misrepresentations. We also claim no ownership or control over any User Content. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any User Content and you are solely responsible for protecting those rights. By submitting, posting or displaying User Content on or through the Website, you grant a worldwide, non-exclusive, royalty-free, transferable, sub-licensable license to use, reproduce, adapt, distribute and publish such User Content through the Website. In addition, by submitting, posting or displaying User Content, which is intended to be available to the general public, you grant us a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content for the purpose of promoting ourselves, the Website, and the Services. We reserve the right to refuse to accept, post, display or transmit any User Content in our sole discretion. We also reserve the right, but have no obligation, to monitor the User Content that, in our sole opinion, violates, or may violate, any applicable law or either the letter or spirit of this Agreement or upon the request of any third party, in order to assure that you have a quality experience on the Website.

Essentially...

We can terminate your access to the Site if we feel you are misusing the service.

D. Termination. We reserve the right to terminate your license to use the Website and/or Service for any reason, as determined in our sole discretion, including, without limitation, if we think that you are violating any terms of this Agreement, causing legal liabilities (actual or potential), infringing on someone else's intellectual property rights, engaging in fraudulent or illegal activities, or for other similar reasons.

E. Electronic Communications. By visiting the Website or sending e-mails to us, you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Website. You agree that any and all communications that we provide to you electronically constitute a writing to the maximum extent of the law.

F. User Data; Privacy. These Terms of Use include our Privacy Policy. Please review our Privacy Policy at www.congrueit.com/privacy-policy.

3. GENERAL TERMS OF USE FOR SERVICES.

A. Overview of Services. The Website will match Hiring Companies’ Jobs with qualified Consultants who have been carefully screened and certified by us through our proprietary certification process to perform various professional services.  The Website, Services, and other features of the Website may be used only by Consultants seeking Jobs and by Hiring Companies seeking to retain Consultants, and is not permitted to be used for any other purpose.

B. Consultant Certification Process. Each Consultant is submitted to a background check and put through a skills certification process before they are allowed to Bid on a Job. We may withhold the certification of consultant skills at our sole discretion.

C. Job Posting, Bidding Process, Job Rating and Statement of Work (SOW): The Website allows Hiring Companies to post a detailed summary of the professional service which it wants to outsource ("Job"). Consultants will submit proposals for the Job ("Bid") via the Website. The Website ranks the Bids, based on a proprietary algorithm, and allows the Hiring Companies to see details of the Consultant and their respective Bids, get contact details of a Consultant ("Interview"), and select the Consultant to perform the Job ("Award").  Once an Award is made, we will create a contract that will more fully set forth the details for the delivery of the Job (each a "Statement of Work” or “SOW"). In the case of any conflict between the SOW and this Agreement and any Separate Agreement, the SOW will control. At the end of a Job, we request each Hiring Company to rate the Consultants delivery of the Job ("Job Rating").

D. Timesheets and Service Fees. During the delivery of the Job, the Consultant will enter a weekly Timesheet via the Website. The Website will submit the Timesheet to the Hiring Company for approval. Hiring Company is responsible for approving or rejecting any Timesheet. Hiring Company will remit all payment for Consultant Services to us for all approved Timesheets. We will only remit payment to Consultants for approved Timesheets.

E. Covenants, Representations and Warranties of Consultants.

Essentially...

Do the work you agreed to in a professional manner.

1) Consultant represents and warrants (i) that the Consultant Services will be performed in accordance with professional standards in the applicable skills defined in the Job; (ii) that all work product will conform to the descriptions in the Job and SOW; (iii) that the work product does not contain any virus or any other contaminant, or disabling devices including, but not limited to, codes, commands or instructions that may be used to access, alter, delete, damage or disable the work product, other software, or other information or property, in a manner other than in accordance with any specification set forth in the applicable Job; (iv) that all work product (a) will be original to Consultant (or its agent, as the case may be); (b) will not violate any patent, copyright, trademark, trade secret or other property right of any other party; (c) will have been written and developed by Consultant or its agents without referring to or copying lines of code, or the structure, sequence or organization of any software owned by another person or entity, or in which another person or entity has a valid and existing copyright; (v) that Consultant will not include in any work product, or use in conjunction with the performance of Consultant Services, any software licensed from any third party without the prior written consent of the applicable Hiring Company, and Consultant will specifically identify such third-party software in the applicable Bid and any related specifications; and (vi) that, with respect to any third-party software provided in work product or used in connection with Consultant’s performance of the Consultant Services, Consultant has all rights necessary to provide such software to, and/or use such software for the benefit of, the applicable Hiring Company.

2) Consultant agrees to adhere to the applicable Hiring Company’s security procedures and work-related conduct policies while on assignment at any Hiring Company facility.

3) Consultant shall be responsible for the payment of all expenses relating to the performance of the Consultant Services, including, but not limited to, travel and/or licensing costs.

Essentially...

You are not an employee of CongrueIT so, we don’t pay your taxes or benefits. You are responsible for that.

4) As an independent contractor, Consultant agrees that it is responsible for all federal and state sales and withholding taxes, FICA (social security), FUTA (unemployment compensation), worker’s compensation and any other legally required payments and deductions from income received by Consultant, and that neither any Hiring Company or us shall be liable for any fringe benefits normally required for salary or hourly employees of their respective companies regardless of whether or not Consultant subsequently is reclassified as an employee of any Hiring Company or us pursuant to Internal Revenue Service rule, regulation or the interpretation thereof, or otherwise. Further, Consultant agrees to indemnify and hold us and the Hiring Company harmless from any tax liability imposed by any federal, state or local government or agency for Consultant’s failure to pay all necessary taxes and withholding amounts.

5) Consultant shall at all times comply with all applicable laws, statutes, ordinances, rules and regulations of all governmental authorities, and shall obtain all licenses and permits necessary for the performance of the Consultant Services.

Essentially...

For example, if the client lets you use their laptop, only use it for client-related work.

6) If any Hiring Company authorizes Consultant to use such Hiring Company's resources in performing the Consultant Services, Consultant agrees to use such resources solely in connection with performance of the Consulting Services. Consultant acknowledges that Hiring Company will have the right to terminate the Consultant Services immediately, without further payment to Consultant, and without prejudice to Hiring Company's rights and remedies, in the event that Consultant uses any such resources for any other purpose.

Essentially...

Enter your timesheet at the end of every week, invoice us at the end of a period. We pay you 30days net.

7) Consultant shall complete a Timesheet at the end of each week by close of business on the last day of the week.  Our weekly calendar is Saturday to Friday. Consultant shall ensure that Timesheets accurately and fairly reflect the number of hours worked.  Consultant will invoice us at the end of each monthly period for Consultant’s approved Timesheets.  Our monthly periods follow a 4-4-5 calendar that basically divides each quarter of the year into three monthly periods consisting of two four-week “months” of 28 days each and one-five week “month” of 35 days.  March, June, September and December are all five-week months, and all the other months are four-week months.  We publish our current, recent and future monthly periods on our Website for reference. We will pay the invoice 30 days net.

8) Consultant represents that he or she is authorized to work in the USA without need for additional sponsorship by this or any other company (has “work authorization”), and that s/he will maintain valid such work authorization, if pursuant to a temporary grant of work authorization, during the entire period of any consulting assignment. Further, if the consultant fails to have US work authorization to perform U.S. work at any time during an assignment, s/he is under a duty to self-report to CongrueIT and to stop work on any CongrueIt projects or assignments until such work authorization has been restored.

9) Consultant shall not object to Hiring Company’s right to use other providers of the Consulting Services other than Consultant.

10) Consultant shall protect and keep confidential all non-public information disclosed by Hiring Company (“Confidential Information”), and shall not, except as may be authorized by the applicable Hiring Company in writing, use or disclose any such Confidential Information during the term of the Consultant Services and for a period of three (3) years thereafter. Consultant further agrees that at no time will it divulge, furnish or make accessible to anyone or appropriate for Consultant’s own use any “Trade Secrets” of Hiring Company, as that term is generally understood or defined under the laws of the State of Georgia, or personal employee information, including, but not limited to, social security numbers, dates of birth, addresses and salary information, due to the sensitive and personal nature of such information. For purposes of this Section, all information related to Hiring Company’s employees, employee benefits and employee compensation and all information regarding marketing, sales, promotion, format, personnel, strategic plans, and other information relating to the operation of Hiring Company's business prior to the date hereof or the operation of Hiring Company’s business after the date hereof, which is not generally known to or readily ascertainable by the public, whether in oral, written, graphic or machine readable form shall be considered Confidential Information. Upon termination or expiration of this Agreement, Consultant shall return to Hiring Company all written materials which contain any Confidential Information.

11) At the end of each Job we will solicit Hiring Companies to provide Job Ratings for each Consultant. These Job Ratings are integrated along with other factors into the Congruence Score, which is used to rank any Bid on Jobs. You agree that we and the applicable Hiring Company assumes no liability for Job Ratings, or for any loss or damage thereto, nor are we or the Hiring Company liable for any mistakes, defamation, slander, libel, omissions, falsehoods, you may encounter.

Essentially...

Hiring companies are our clients, please respect that.

12) Consultant agrees that it and its employees and subcontractors will not during the term of this Agreement and for a period of one (1) year thereafter, without our prior written consent, either as an individual or as an employee, agent, contractor, consultant, officer, director, shareholder, partner or member of another entity, directly or indirectly: (i) perform or assist any other person in performing any Competitive Services (defined below) for any Hiring Company listed on any SOW to this Agreement for whom it or they during the term of this Agreement provided, assisted in providing or supervised the provision of, any services under this Agreement or otherwise on behalf of us (referred to as, “Applicable Hiring Companies”); (ii) solicit any Applicable Hiring Companies for the purpose of performing any Competitive Services for the benefit of such Applicable Hiring Companies.  “Competitive Services” means any services which are competitive with services directly offered by us.  Notwithstanding the foregoing, “Applicable Hiring Companies” shall not include any party with whom Consultant can demonstrate it had a prior business contact or relationship.  Any such prior relationship shall be disclosed in writing by Consultant to us.

Essentially...

These are our consultants, please respect that.

13) During the job term set forth on any SOW and for a period of one (1) year after completion of all Services or earlier termination of such SOW, Consultant agrees that Consultant, and its employees and subcontractors shall not directly or indirectly solicit for employment or hire or engage as a consultant, agent or independent contractor any employee or subcontractor of ours who was working in connection with such SOW, without our prior written consent.

F. Covenants, Representations and Warranties of Hiring Companies.

1) Hiring Company agrees that once it selects Interview on a Bid it will only retain that Consultant for that Job through the Website.

2) Upon accepting a Bid, Hiring Company will designate a “Hiring Manager” who will be the principal point of contact between the Consultant, us and the Hiring Company for all matters relating to the Consultant Services. A party may designate a new Hiring Manager by written notice to the other party

3) Hiring Company, through the Hiring Manager, is solely responsible for management and control over the quality and scope of the Consultant Services provided by Consultants. In the event that Hiring Company believes that any Consultant is not satisfactorily performing the Consultant Services, Hiring Company agrees to immediately notify us in writing by email to admin@congrueit.com or by using the “Customer Satisfaction Score” in the Timesheet relating to the service.

4) Hiring Companies only pay for actual hours worked that Consultants provide acceptable Consulting Services.  In order to determine actual, acceptable hours in a timely manner, Hiring Company agrees to promptly approve or reject Timesheets for each Consultant within five (5) business days from delivery.  If Hiring Company rejects Timesheet, we agree to work with Hiring Company to adjust or otherwise modify the Timesheet, as appropriate. Failure to approve or reject any Timesheets within five (5) business days from delivery will result in Hiring Company approving such Timesheet and accepting the related Consultant Services.

5) For a period of one (1) year after any Consultant performs a Job for a Hiring Company, Hiring Company shall not solicit, contract, hire or otherwise directly or indirectly attempt to obtain the services of any such Consultant without our prior written consent.

G. Relationship of the Parties. It is understood and agreed by all the parties that, by entering into this Agreement, neither Consultant, Hiring Company, or any other user of the Website is or will be, nor shall Consultant, Hiring Company, or any other user of the Website purport to act as, an employee of any other party to this Agreement. Rather each party, including any Consultant and Hiring Company, is and shall remain an independent contractor for all purposes, and shall not be an employee, partner or a joint venture with any other party. Each party acknowledges and agrees that none of them have or will give the appearance or impression of possessing legal authority to bind or commit any other party in any way.

4. Limitation of Damages; Disclaimer of Express and Implied Warranties; and Release.

A. THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS”, “ALLFAULTS”, AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW. WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, FITNESS FOR PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE WEBSITE.

B. WE ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN, THE WEBSITE OR THE SERVICES, OR YOU DOWNLOADING OF ANY MATERIALS, DATA, TEXT, VIDEO, IMAGES, OR OTHER CONTENT FROM THE WEBSITE.

C. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALWAYS ENFORCE CLASS ACTION OR JURY WAIVERS, AND MAY LIMIT FORUM SELECTION CLAUSES AND STATUTE OF LIMITATIONS PROVISIONS, AS SUCH, ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

D. OUR LIABILITY TO YOU, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE, WILL BE SOLELY LIMITED TO YOUR DIRECT DAMAGES AND, IN NO EVENT, SHALL OUR LIABILITY EXCEED $10,000.00 USD (OR, IF YOU ARE A HIRING COMPANY WITH A SEPARATE AGREEMENT WITH US, THE AMOUNTS ACTUALLY PAID BY YOU TO US UNDER THE SEPARATE AGREEMENT IF GREATER THAN $10,000.00 USD). IN NO EVENT SHALL WE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, LOST PROFITS, OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

E. IF YOU HAVE A DISPUTE WITH ANOTHER USER OF THE WEBSITE, YOU AGREE TO RELEASE US (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.

5. Indemnification. You, your successor, assigns, and licenses hereby jointly and severally agree to indemnify us, and our affiliates, and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers (the “Indemnified Parties”), against and hold the Indemnified Parties harmless from and against any and all losses, claims, demands, damages, assessments, costs and expenses (including legal fees, court costs and attorneys’ fees) of every kind, nature or description, (“Damages”) arising out of or relating to the use of the Website, the Services, or the violation of any terms in this Agreement.

6. Intellectual Property Rights. You acknowledge and agree that:

A. We (or our licensors) own all legal right, title and interest in and to the Website and any associated data collected therefrom, including any intellectual property rights which subsist in the Website (whether those rights happen to be registered or not, and wherever in the world those rights may exist); provided, however, that User Content shall belong to the person originating such User Content.

B. You further acknowledge that the Website and the terms in this Agreement may contain information which is designated confidential by us and that you shall not disclose such information without our prior written consent.

C. Unless you have agreed otherwise in writing with us, nothing in the Agreement gives you a right to use any of our (or our licensors) trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

D. Unless you have been expressly authorized to do so in writing by us, you agree that in using the Website, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

7. Advertisements/Third-Party Links. Parts of the Website may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Website, queries made through the Website or other information. The manner, mode and extent of advertising by us on the Website are subject to change without specific notice to you. In consideration for us granting you access to and use of the Website, you agree that we may place such advertising on the Website. This Website may also contain links to other websites that are not under our control and we are not responsible for and make no representations, warranties or conditions concerning the contents of any linked site or any link contained in a linked site. It is your responsibility to verify any information contained within the links before relying on it. Also, the information contained in the links may be changed or updated at any time without notice. We provide links to you only as convenience and the inclusion of any link does not imply endorsement, investigation or verification by us of the linked site. Your use of the linked sites may be subject to terms and conditions contained in these websites, which you should locate and review.

8. Dispute Resolution. You and us will attempt to resolve any dispute, claim, or disagreements (the “Dispute”) through telephone conference or face-to-face negotiation with persons fully authorized to resolve the Dispute, or through mediation utilizing a mediator agreed to by the parties, rather than through litigation. The existence or results of any negotiation or mediation will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from a state or federal court in Fulton County, Georgia, U.S.A. a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo, prevent irreparable harm, avoid the expiration of any applicable limitations period, or preserve superior position with respect to other creditors, although the merits of the underlying Dispute will be resolved in accordance with this paragraph. In the event the parties are unable to resolve the Dispute within thirty (30) days of notice of the Dispute to the other party, the parties shall be free to pursue all remedies available at law or in equity.

9. General Legal Terms.

A. Force Majeure. Except with respect to the your obligation to make timely payments, neither party shall be held responsible for any delay or failure in performance to the extent that such delay or failure is caused by fires, strikes, embargoes, explosion, earthquakes, floods, wars, water, the elements, labor disputes, government requirements, civil or military authorities, acts of God or by the public enemy, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers, or other causes beyond its reasonable control.

B. Complete Agreement. This Agreement and any other terms and conditions incorporated by reference herein, contain the entire understanding of the parties and govern your use of the Website and use of the Services, and, except for any Separate Agreements, completely replace any prior agreements between you and us in relation to the Website and the use of any Services. You agree that we may modify or change the terms and conditions of this Agreement, at any time and at our sole discretion, and that we may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, or postings on the Website. Such modifications or changes shall be effective immediately upon delivery or posting. By using the Website or using the Services after we have posted such modifications, alterations or updates, you agree to be bound by such revised terms.

C. Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then each provision not so affected will remain in full force and effect.

D. Assignment. You may not assign this Agreement by operation of law or otherwise without our prior written consent. We may assign any of its rights and obligations under this Agreement. This Agreement will bind each party and its successors and assigns.

E. Relationship; Independent Contractor. It is understood and agreed by all parties that nothing in this Agreement is intended or shall be deemed to create an agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and us and neither party shall have the authority to act as the other’s agent or commit or bind the other.

F. Disputes. The Agreement, and your relationship with us under the Agreement, shall be governed by the laws of the State of Georgia without regard to its conflict of laws provisions. You and us agree to submit to the exclusive jurisdiction of the courts located within the county of Fulton, state of Georgia to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that we shall still be allowed to apply for injunctive remedies (Or an equivalent type of urgent legal relief) in any jurisdiction.

G. No Waiver. No course of dealing, course of performance, or failure of either party strictly to enforce any term, right or condition of this Agreement shall be construed as waiver of any other term, right or condition. No waiver or breach of any provision of this Agreement shall be construed to be a waiver of any subsequent breach of the same or any other provision.

H. Notices. You will deliver all notices and communications concerning the Website and/or Services to us at the email address of admin@congrueit.com or by mail at the address set forth at the top of this Agreement.

I. Survival. All provisions in this Agreement relating to proprietary rights, confidentiality and non-disclosure, indemnification and limitation of liability will survive the termination of this Agreement.