DP SEM Terms Of Service

Your use of any of the Direct Placement® services provided by Direct Placement, LLC (hereinafter “The Company”) is expressly subject to the following Terms of Service. The terms “you” and/or “your” within this Terms of Service agreement (herein “Terms of Service” or “Agreement”) are meant to identify the consumer, customer, client, and/or the account holder, as any necessary and reasonable interpretation calls for. This Terms of Service creates a legally binding agreement between you, as the customer, and The Company. Your use of The Company’s Direct Placement® services expressly confirms your intent to be bound by the following Terms of Service.

1. Accepting the Terms. 1.1 In order to use any Direct Placement® service provided by The Company, you must agree to abide by these Terms of Service. You agree that these Terms of Service are legally binding on you immediately upon you taking any of the following actions: 1.1(a) Ordering any of The Company’s Direct Placement® services; 1.1(b) Providing The Company with a valid credit card number, expiration date, and security code to secure payment for The Company’s Direct Placement® services; 1.1(c) Providing The Company with valid PayPal Account Information and instructing The Company to charge that PayPal account for payment to The Company for Direct Placement® services rendered by The Company; 1.1(d) Providing The Company with a check which The Company relies upon by submitting said check to a financial institution to draw upon that checking account as payment for The Company’s Direct Placement® services; or 1.1(e) Accepting the benefit of any of The Company’s Direct Placement® services. 1.2 By accepting the Direct Placement® services of The Company you understand you are entering into a legal and binding contract between you and The Company. 1.3 All telephone solicitations resulting in account creation are contractually binding.

2. Advertisement Service Subscriptions. 2.1 Direct Placement ® On Bing Ads. 2.1(a) If you subscribe to be served through The Company’s Direct Placement ® On Bing Ads service, The Company will contract with Microsoft® on your behalf, to ensure a hyperlink to your web site appears in the “Sponsored Results” section located on the first page of either/both the Bing® search engine and/or Yahoo!® search engine results. The Company will also work with you to create advertisements designed and intended to maximize the exposure of your web site. 2.1(b) As a complimentary service to you as a Direct Placement ® On Bing Ads service subscriber, The Company will provide a micro-site for your business. This web site will be hosted by The Company, as a sub-domain of the www.directplacement.co/ web site. Your complimentary web site will be created by The Company, hosted by The Company, with the intent to benefit your business. By accepting access and the benefit of this web site you understand that The Company is only granting to you a temporary, revocable license to the use, enjoyment of, benefit of, and content on the web site. At all times, the complimentary web site offered to you as part of the Direct Placement® On Bing Ads service subscription will remain the property of The Company. Your temporary license will be revoked if you discontinue your Direct Placement® On Bing Ads service subscription. The Company reserves its rights to later claim any copyright or other intellectual property right which may be created as part of the complimentary web site. 2.1(c) The hyperlink to your web site, also known as an “advertisement” is guaranteed by The Company to appear within seven (7) business days of account creation and then will be active and eligible 24-hours per day, 7-days per week, during the period of time which you have an active Direct Placement® On Bing Ads service subscription. The Company has seven (7) business days to secure placement on the selected search engine(s), commencing on the date payment is first received. All Direct Placement® On Bing Ads keyword marketing selections are subject to availability and approval by the search engine provider. Any guarantee will be void for issues caused by delays and/or downtime identified in section 4 herein. Your remedy under this guarantee is expressly limited to recoupment of the subscription charge for the individual keyword that did not result in your advertisement appearing during the period of time which you have an active Direct Placement® On Bing Ads service subscription. 2.1(d) If The Company is unable to obtain placement of your advertisement on the selected search engine within the guaranteed seven (7) business days, as described in section 2.1(c) of this Agreement, you will have two options: 2.1(d)(1) You may instruct The Company to return your money and to cancel your Direct Placement® On Bing Ads service subscription; or 2.1(d)(2) You may instruct The Company to continue to seek placement and service of your advertisements, and accept a credit for the delay. 2.1(d)(2)(i) In the event you instruct The Company to continue to seek placement of your advertisements, your Direct Placement® On Bing Ads service subscription account will be credited for each day beyond the initial seven (7) business day period which your advertisements remain unplaced or unserved. 2.1(d)(2)(ii) Your credit will be determined by dividing the Subscription fee for this particular advertisement by thirty. This derives the per diem rate of credit which will be multiplied by the number of days beyond the initial seven (7) business day period which your advertisements remain unplaced or unserved. 2.1(e) The parties mutually agree that each keyword marketing selection made in the Direct Placement® On Bing Ads service program creates a separate service contract between you and The Company. This means servicing decisions made by The Company are limited to that specific keyword. If The Company, in its sole discretion, is unable to continue to provide servicing to your keyword due to search engine pricing increases, you are limited to recovery of the service charges incurred for the specific keyword(s) which did not result in your advertisement’s appearance on the first page of results of the Direct Placement® On Bing Ads service program search engines for the period in question. You remain responsible for charges stemming from any other keyword(s) which The Company provides Direct Placement® On Bing Ads services for under your subscription. 2.1(f) The Company reserves the right to cancel this Agreement for any reason The Company deems appropriate. Furthermore, you acknowledge that performance of the Direct Placement® On Bing Ads services may be affected by one or more of the following factors: (1) poor web site evaluation by the search engine(s); (2) web site pop-up traffic; (3) redirected web site addresses; (4) top level domain conflicts; or (5) changes made to your web site(s) or your domain name(s) after The Company has uploaded your information to the search engine(s); (6) individual user settings. The Company will make every reasonable effort to work with you to maximize the effectiveness of our Direct Placement® On Bing Ads services. By accepting the terms of this Agreement, you acknowledge that factors such as those listed above are beyond the control of The Company and might frustrate the effectiveness of The Company’s Direct Placement® On Bing Ads services. By accepting the terms of this Agreement, you agree not to bring a cause of action in any court of competent jurisdiction against The Company where a claim against The Company is based upon the occurrence of any of the factors listed in this paragraph. 2.2 Direct Placement® On Google On the Google® search engine. 2.2(a) If you subscribe to be served through The Company’s Direct Placement® On Google service, The Company will make reasonable efforts to contract with Google, Inc., on your behalf to ensure a hyperlink to your web site appears in the “Sponsored Ads” section located on the first page of Google’s results. The Company will also work with you to create advertisements designed and intended to maximize the exposure of your web site. 2.2(b) In order to secure placement of the desired advertisements with the Google® search engine, The Company will take all reasonable efforts to maintain its status as a Google Third-Party Partner. 2.2(b)(1) The Company will provide you with account data disclosing the keyword selection expenses incurred on your behalf and the performance data (the number of clicks and impressions) which resulted from those keywords. This reporting will be available at least monthly. 2.2(b)(2) In order to access the reporting described in section 2.2(b)(1) of this Agreement, The Company will assign you a web access login/password to provide access to your Direct Placement® On Google subscription campaign information. 2.2(b)(3) To conform with the Google Third-Party Partner status, The Company is required to provide you with a link to the Google Disclosure Notice. You may access and review the Google Disclosure Notice by visiting this web site:http://www.google.com/adwords/thirdpartypartners/. 2.2(c) As a Google Third-Party Partner, The Company cannot offer a guarantee regarding placement of your web site and/or advertisement on the Google® search engine. Notwithstanding that express disclaimer of warranty, The Company will make every reasonable effort to place your web site within the “Sponsored Results” on the First Search Results Page of the search engine(s). The Company has seven (7) business days to secure placement on the Google® search engine, commencing on the date payment is successfully processed. All Direct Placement® On Google keyword selections are subject to availability and approval by the search engine provider. Any guarantee to secure initial placement will be void for issues caused by delays and/or downtime identified in section 4 herein. 2.2(d) If The Company is unable to obtain placement of your advertisement on the Google® search engine within the promised seven (7) business days, as described in section 2.2(c) of this Agreement, you will have two options: 2.2(d)(1) You may instruct The Company to return your money and to cancel your Direct Placement® On Google service subscription; or 2.2(d)(2) You may instruct The Company to continue to seek placement and service of your advertisements, and accept a credit for the delay. 2.2(d)(2)(i) In the event you instruct The Company to continue to seek placement of your advertisements, your Direct Placement® On Google service subscription account will be credited for each day beyond the initial seven (7) business day period which your advertisements remain unplaced or unserved. 2.2(d)(2)(ii) Your credit will be determined by dividing the Subscription fee for this particular advertisement by thirty. This derives the per diem rate of credit which will be multiplied by the number of days beyond the initial seven (7) business day period which your advertisements remain unplaced or unserved. 2.2(e) The parties mutually agree that each keyword marketing selection made in the Direct Placement® On Google service program creates a separate service contract between you and The Company. This means servicing decisions made by The Company are limited to that specific keyword. If The Company, in its sole discretion, is unable to continue to provide servicing to your keyword due to search engine pricing increases, you are limited to recovery of the service charges incurred for the specific keyword(s) which did not result in your advertisement being active and/or eligible while being serviced though the Direct Placement® On Google service program for the time period in question. You remain responsible for charges stemming from any other keyword(s) which The Company provides Direct Placement® On Google services for under your subscription. 2.2(e) The Company reserves the right to cancel this Agreement for any reason The Company deems appropriate. Furthermore, you acknowledge that performance of the Direct Placement® On Google service subscription may be affected by one or more of the following factors: (1) poor web site evaluation by the search engine(s); (2) web site pop-up traffic; (3) redirected web site addresses; (4) top level domain conflicts; or (5) changes made to your web site(s) or your domain name(s) after The Company has uploaded your information to the search engine(s); (6) individual user settings. The Company will make every reasonable effort to work with you to maximize the effectiveness of our Direct Placement® On Google services. By accepting the terms of this Agreement, you acknowledge that factors such as those listed above are beyond the control of The Company and might frustrate the effectiveness of The Company’s Direct Placement® On Google services. By accepting the terms of this Agreement, you agree not to bring a cause of action in any court of competent jurisdiction against The Company where a claim against The Company is based upon the occurrence of any of the factors listed in this paragraph. 2.3 Term of Commitment. 2.3(a) This is a month-to-month contract, commencing on the date payment is successfully processed, and shall automatically be renewed every month unless terminated according to the terms of this Agreement. 2.3(b) All accounts will commence on a start date set by The Company which will also serve as the re-occurring date for your account. Creation of your account(s) and commencement of your Direct Placement® service subscription(s) must occur within seven (7) days of your prepayment for Direct Placement® service subscription(s) and/or acceptance of these Terms of Service in accordance with section 1 herein. 2.4 Creation Fee. 2.4(a) By accepting the terms of this Agreement, you acknowledge and consent to paying an additional fee to The Company, called a “Creation fee.” The Creation fee is charged to all new clients of The Company and reflects the cost of creating your account(s) with the various search engine provider(s). The Company shall notify you of the exact amount of the Creation fee at the time your order for Direct Placement® service subscription(s) is processed by The Company. Except as otherwise provided in this Agreement, the Creation fee is non-refundable. 2.5 Direct Placement® On Google and/or Direct Placement ® On Bing Ads Fee. 2.5(a) You understand and acknowledge that The Company will be charging you a recurring monthly fee (herein “Subscription fee”) for the Direct Placement® service(s) subscribed to and provided by The Company. This recurring charge is also known as an “automatic renewal” for a “continuing service.” 2.5(a)(1) As used in this Agreement, “automatic renewal” or “automatically renewed” means a plan or arrangement in which a paid subscription or purchasing agreement is automatically renewed at the end of each term of the Agreement. The term of your subscription to this service arrangement is described in section 2.3 of this Agreement. 2.5(a)(2) As used in this Agreement, “continuous service” means a plan or arrangement in which a paid subscription or purchasing agreement continues until the consumer cancels the service. Your account representative will determine your Direct Placement® Subscription fee at the time your order for Direct Placement® service subscription(s) is processed by The Company.2.5(b) By accepting these Terms, you understand that: 2.5(b)(1) The Direct Placement® Subscription fee for subscription to The Company’s services under this Agreement will continue until you cancel the Agreement.2.5(b)(2) Section 2.6 of this Agreement describes the cancellation policy that applies to this Agreement for The Company’s Direct Placement® services. 2.5(b)(3) Recurring charges will be charged to your credit or debit card or payment account with a third party as part of the automatic renewal or continuous service plan or arrangement created by this Agreement. 2.5(b)(4) You have authorized The Company to charge your credit or debit card or payment account with a third party for each automatically renewed term of this Agreement.2.5(c) The monthly Direct Placement® Subscription fee is due in advance of delivery of Direct Placement® service(s) each month. Your account will be billed up to five (5) days in advance of the recurring date to ensure proper application of payment to your account. By accepting the terms of this Agreement, you acknowledge that you understand that errors or other issues in payment processing could lead to a lapse in placement, or discontinuation of service. In the event your Direct Placement® service(s) are interrupted because of a failure in the processing of the payment for Direct Placement® service(s), you agree to hold The Company harmless from any damages, known or unknown, resulting from the interruption in Direct Placement® service subscription(s). 2.5(d) Due to the market driven nature of The Company’s Direct Placement® service(s), pricing and advertising positioning on your account is subject to change. If the cost to maintain the keyword positioning selected for your Direct Placement® service subscription(s) substantially increases, you will be made aware of the new rate. You will then have the option to maintain your advertising position at the new, increased rate, or to replace it with an advertising position that is in equal value to your previous advertising rate, if available. You will not be charged for price increases without prior approval; however, if you refuse to maintain your advertising position at the new rate, the position will then become available for placement by The Company. If the cost for maintaining your advertising position substantially decreases, you will be offered a lower rate or additional keyword positions. In accordance with section 2.1(d) and section 2.2(d) of this Agreement, The Company may elect to discontinue serving any specific keyword(s). You will remain responsible for charges related to keyword(s) which The Company continues to service. 2.6 Cancellation. 2.6(a) YOU MAY ONLY CANCEL Direct Placement® SERVICES IN THE FOLLOWING MANNER(S): 2.6(a)(1) By sending an e-mail to: cancel@directplacement.co . The e-mail should contain the word “CANCEL” in the subject line, and must include your name and the CID # of your service subscription account. 2.6(a)(2) By either sending an e-mail or making a telephone call to your account representative with The Company. If sent by e-mail, the e-mail should contain the word “CANCEL” in the subject line, and must include your name and the CID # of your service subscription account. 2.6(a)(3) By messaging The Company through The Company’s web site at: www.directplacement.co/contact. On that page, you may cancel by sending The Company a message. The subject line should contain the word “CANCEL”. You must include your name and the CID # of your service subscription account in the “message box” window. You must also provide your e-mail and name in the required fields of the “contact” page. 2.6(b) The Company’s obligation to provide Direct Placement® service(s) begins immediately upon your oral confirmation to The Company representative of your intent to engage The Company’s Direct Placement® service(s). You acknowledge and understand that The Company will begin to immediately incur expenses on your behalf. Further, you acknowledge that The Company is justifiably relying on your oral confirmation of your intent to engage The Company’s Direct Placement® service(s) and be bound by these Terms of Service. 2.6(b)(1) Notwithstanding section 2.6(b) of this Agreement, confirmation of your intent to engage The Company’s Direct Placement® service(s) may be made by oral, written or other communication which demonstrates and manifests your intent to be bound by the terms of this Agreement. 2.6(c) If you decide to cancel Direct Placement® services within twenty-four (24) hours of the time you originally engage The Company’s services, you acknowledge and consent to a refund of the initial charge less a thirty-five ($35.00) dollar cancellation fee for costs incurred by The Company as a result of commencing work on your account. 2.6(d) If you do not cancel your account subscription(s) in accordance with section 2.6(c) herein, but elect to cancel your Direct Placement® service subscription(s) during the initial month, you hereby agree and consent to no refund being due to you (including the Creation fee and Subscription fee). Cancellation must still be made pursuant to section 2.6(a) of this Agreement. Your account will remain active for the initial term of one month and will be terminated thereafter without further cost to you. 2.6(e) During any month of service subsequent to the initial month, you must provide notice of cancellation to The Company at least seven (7) days prior to the reoccurring date. Notice of cancellation must be given in accordance with section 2.6(a) of this Agreement. 2.6(f) You understand that your account subscription(s) may be canceled at the discretion of The Company. You understand that the alliances between independent search engines and the Bing search engine, Yahoo! search engine and Google search engine are not under the control of The Company. 2.7 Account Changes. 2.7(a) You may elect to change which keywords your service subscription(s) support during any month that your account is active. You must contact your account representative with The Company in order to do so. 2.7(b) Once the Subscription fee has been incurred for any given month, changing the keywords for your account to keywords of less value will not result in a credit or reduction of charges during that month of service. You may be entitled to add additional keywords to your account to achieve the value incurred for that month. Any applicable reduction of charges that could result from removal of keywords or selecting keywords that are less expensive will only apply to future months of service subscription(s). If no future months of service occur, you agree to surrender any remaining balance to The Company. 2.7(c) Should you elect to add keywords or select keywords that cost more than the Subscription fee value you have prepaid during the then-current month of service, you will incur those cost during that month of service. You will continue to incur those additional costs until your account is modified in accordance with section 2.7(b) or section 2.6 herein. You hereby agree and consent to your additional Subscription fee being charged immediately by The Company upon your request for additional keywords or services. These amounts will be added to the previously agreed upon monthly Subscription fee rate and payable in accordance with section 2.5 herein every month thereafter.

3. Your Account. 3.1 Authorization of Account. 3.1(a) For security and privacy, The Company does not share account information with any person other than the named service subscription account holder. Each subscription account must be setup in the name of the credit cardholder from which payment is to be made. The cardholder may grant account access to other individuals by submitting a signed account authorization form. Only those individuals with the proper authorization level may make changes in accordance with their level of authority on the account. 3.2 Pausing Your Account. 3.2(a) Your service subscription(s) may be paused for a time period of between one and four (1 to 4) months, depending on the industry and account type. To pause an account, the request must be submitted via email to your account representative at least seven (7) days prior to the monthly account renewing. 3.2(b) Your service subscription(s) may not be paused once a monthly term has begun. However, The Company, in its discretion, may allow your account to be paused once the then-monthly billing cycle has been completed. 3.2(c) The length of time that your account may be paused is at the sole discretion of The Company. 3.2(d) All pause requests must be accompanied with an automatic reactivation date. Each request must be completed in writing, via email or fax. 3.2(e) All paused accounts will automatically be charged to reactivate on the date agreed to in writing without further notice.

4. Delays and/or Downtime. 4.1 Your Direct Placement® advertisements may not appear due to bandwidth limitations, advertisement blockers, delays, malware issues, publishing issues; may be inaccessible for periods of time during which The Company performs requested maintenance or alterations; and may not appear due to other problems which are inherent to the use of the internet and electronic communications (herein “Internet Downtime”). Furthermore, you hereby acknowledge and agree that Direct Placement® services may be inaccessible for periods of time during which The Company performs maintenance, installation, update implementation, replacements, back-up, or modification; this also includes periods of time during which the search engine providers perform keyword review and analysis, which results in your advertisements being unavailable (herein “The Company Downtime”). 4.2 By entering into this Agreement, and accepting Direct Placement® services, you hereby waive any and all liability – including any cause of action against The Company – for any injuries sustained by you, known or unknown, resulting from Internet Downtime or The Company Downtime. 4.3 In the event of Downtime, your account will be credited for the time period during which your advertisement was inactive and/or ineligible. Any and all Downtime shall be determined upon verification of the matter by The Company. The credit will be applied to the following month’s Direct Placement® Subscription fee. If you wish to cancel your subscription account(s) while you have a credit for Downtime, you agree to select one the two following options: 4.3(a) OPTION 1 – To surrender and forever forfeit the credit to The Company, and terminate you subscription account(s). 4.3(b) OPTION 2 – To allow your advertisement to continue to run for the amount of time due by the credit owed, and then, terminate your subscription account.

5. Account Evaluation. 5.1 Traffic Report. 5.1(a) You may request a web site traffic report at any time. In order to make a request for a web site traffic report, you must contact your account representative. You may request a web site traffic report from The Company in the following manner(s): 5.1(a)(1) You may call or e-mail your account representative with The Company. 5.1(a)(2) You may call The Company toll-free at: 1 (800) 339-0544. 5.1(a)(3) By messaging The Company through The Company’s web site at: www.directplacement.co/contact. On that page, you may send The Company a message. The subject line should contain the words “TRAFFIC REPORT”. You must include your name and the CID # of your service subscription account in the “message box” window. You must also provide your e-mail and name in the required fields of the “contact” page. 5.1(b) In each instance, you will receive the requested traffic report by e-mail from The Company, at the e-mail address on file for your Direct Placement® service subscription account. 5.1(c) Traffic reports are processed in the order they are received and they may take up to three to five (3 to 5) business days to be produced. 5.1(d) Your subscription account(s) is/are deemed to be “active” and to have “received services” once The Company provides the selected search engine with your web site information. Following the submission of this information, The Company will contact you regarding the search engine’s verification of your web site. Your account remains “active” and is deemed to “have been serviced” regardless of whether your account keywords receive any clicks or impressions on a selected search engine. These clicks or impressions are what show as web site activity on particular days. 5.2 Evidence of Service Performed. 5.2(a) The Company may submit the traffic report and/or an actual screen-shot image of the web site traffic generated by The Company’s services in any dispute brought by you, where the question of what or whether The Company provided service to your account is raised. 5.2(b) Evidence of services provided, described in section 5.2(a), Shall be prima facie evidence of the services having been performed by The Company. You agree that this evidence is admissible for all other purposes sought by The Company, whether in arbitration or in a court of law. You expressly waive any right to object to the accuracy, authenticity or any other basis under the applicable rules of evidence to which the evidence described in section 5.2(a) may be objected to. 5.3 Campaign Evaluation. 5.3(a) Following your initial month, and each month thereafter, of Direct Placement® services, The Company will evaluate the performance of your advertising campaign. 5.3(b) During this evaluation, when required, your account representative will provide you with feedback including any suggested changes, necessary rate changes and potential additions to the account.

6. Course of Action for Third Party Payment Disputes. 6.1 Chargebacks. 6.1(a) A “chargeback” is the return of funds from The Company to your credit or debit card or payment account with a third party. This occurs when you dispute the charge that The Company made against your credit or debit card or payment account with a third party vendor. 6.1(b) The determination of your credit or debit card company or payment account with a third party regarding a chargeback and dispute of charges is not binding upon The Company. It simply means that the third party account is not releasing the funds owed by you to The Company. 6.2 Course of Action. 6.2(a) If you present a dispute regarding a charge you incurred to The Company, The Company will conduct an internal review of the charges. If deemed appropriate by The Company, in its sole discretion, The Company may drop the charge. 6.2(b) If you initiate a chargeback with your credit or debit card company or payment account with a third party, The Company will arbitrate that dispute according to the terms of the credit or debit card company or other payment account with a third party. Any additional fees incurred by The Company as a result of filing a chargeback, and not resolving billing issues directly with The Company, will be in addition to any charges that are payable by you. 6.2(c) If your credit or debit card company or payment account with a third party makes the determination to not pay the charges The Company claims as due and owing under this Agreement, then The Company will proceed as follows: 6.2(c)(1) Send your account to a private collections company to recover the sums owed by you. If your account is sent to collections, The Company will be entitled to additional charges for its collections expense, as described in section 7.3 of this Agreement. There will also be a mandatory $35 fee added to any collection action. This is to recoup the chargeback fee which is imposed on the Company by the merchant processor. 6.2(c)(2) File a civil action for the recovery of money with the Multnomah County Circuit Court of the State of Oregon. If The Company is the prevailing party in that action, you will be liable for all costs and attorney fees incurred by reason of the dispute, as stated in section 7.2 of this Agreement.

7. Miscellaneous. 7.1 Choice of Law; Venue. 7.1(a) The Company is an Oregon limited liability company, whose principle place of business is located in Wood Village, Oregon. The terms of this agreement are to be governed and construed in accordance with the laws of the state of Oregon, without regard to conflict-of-laws principles. Any action or proceeding seeking to enforce any provision of this Terms of Service agreement or based on any right arising out of this Terms of Service agreement must be brought in Multnomah County Circuit Court of the State of Oregon. By accepting Direct Placement® services provided by The Company, you hereby consent to the jurisdiction of the Oregon courts and of the appropriate appellate courts in any such action or proceeding and waive any objection to such venue. 7.2 Attorney Fees. 7.2(a) If any arbitration, suit, or action is instituted to interpret or enforce the provisions of this Terms of Service agreement, to rescind this Terms of Service agreement, or otherwise with respect to the subject matter of this Terms of Service agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and, if any appeal is taken from such decision, reasonable attorney fees as determined on appeal. 7.3 Private Collection Agency Fees. 7.3(a) If any collection action is instituted by The Company to enforce the provisions of this Terms of Service agreement, or otherwise with respect to the subject matter of the agreement for services, against you, be advised that ORS 697.115 will apply to that collection effort. This means that in addition to the value of the commercial debt owed from you to The Company, The Company will also be entitled to recover the actual amount of the collection agency fee incurred or to be incurred by reason of instituting that collection action. The collection agency fee payable by you under this section shall not exceed the actual collection fee of the collection agency retained by The Company. 7.4 Time of the Essence. 7.4(a) Time is of the essence with respect to all dates and time periods set forth or referred to in this Terms of Service agreement. 7.5 Construction. 7.5(a) Captions used in this Terms of Service agreement are provided for convenience only and will not affect the meaning or interpretation of any provision of this agreement. All words used in this agreement will be construed to be of such gender or number as the circumstances require. Whenever the words “include” or “including” are used in this agreement, they will be deemed to be followed by the words “without limitation.” 7.6 Severability. 7.6(a) If any provision of this Terms of Service agreement is deemed to be invalid or unenforceable in any respect, for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of this Terms of Service agreement will not be impaired in any way. 7.7 Assignment. 7.7(a) This Terms of Service agreement and any rights, interests, or duties thereunder shall not be assignable by you to any third-party. The Company reserves the right to assign its rights, interests and duties under this agreement to any third-party, without your consent. 7.8 No Third-Party Beneficiaries. 7.8(a) Nothing in this Terms of Service agreement, express or implied, is intended or may be construed to confer on any person, other than the initial parties any right, remedy, or claim under or with respect to these Terms of Service. 7.9 Amendments. 7.9(a) The Terms of Service may only be modified by The Company, in writing and by no other means. Your continued use of The Company’s Direct Placement® services following The Company’s amendments to these Terms of Service shall constitute binding acceptance of The Company’s amendment of this Terms of Service agreement. 7.10 Whole Agreement. 7.10(a) The foregoing are the Terms of Service for all Direct Placement® services provided by The Company. By accepting the terms as set forth above, you have agreed to be bound by the Terms of Service contained herein. The terms contained herein constitute the entirety of the agreement between you, as the customer, and The Company.