Terms of Service

These Terms of Service (the "Terms") govern access to and use of the website, products, managed services, automation services, hosting services, applications, software, deliverables, and related offerings provided by SHRUBNET, LLC ("Company," "Provider," "we," "us," or "our"), including shrubnet.com and any related online properties or customer portals (collectively, the "Services").

By accessing the website, requesting Services, signing an order form, statement of work, invoice, proposal, master services agreement, or similar document, clicking to accept, paying an invoice, or otherwise using the Services, you ("Client," "Customer," "you," or "your") agree to be bound by these Terms. If you use the Services on behalf of an entity, you represent that you have authority to bind that entity, and references to "you" include that entity.

These Terms are intended to apply to general website use and to Services purchased from Provider. If you enter into a separate written agreement, invoice, order form, or statement of work with Provider, that document is incorporated into these Terms. In the event of a conflict, these Terms govern except as to commercial terms expressly stated in the applicable invoice, order form, or statement of work, such as term length, fees, selected Services, and billing frequency.

Services

1. Provider may provide managed information technology services, automation services, consulting services, hosting services, software configuration, workflow development, integrations, support, and related services selected by Client in an invoice, order form, proposal, statement of work, or other written confirmation (collectively, the "Services").
2. The specific scope, plan tier, commercial terms, and deliverables are limited to those expressly identified in the applicable invoice, order form, statement of work, or written confirmation.
3. Provider retains sole and absolute discretion over the methods, tools, personnel, subcontractors, infrastructure, models, vendors, platforms, and technical approach used to perform the Services. Provider may modify its methods, tooling, and underlying technologies at any time, provided the contracted Services remain substantially available.
4. Any work, feature, change, deliverable, support request, integration, migration, customization, or service not expressly identified as included is out of scope. Out-of-scope work may be quoted and billed separately at Provider’s then-current rates. Provider is under no obligation to perform out-of-scope work.
5. Client acknowledges that the Services may incorporate artificial intelligence, automation, machine-generated output, third-party platforms, model providers, hosted infrastructure, and integrations, and that such components are probabilistic and may produce incomplete, inaccurate, delayed, unavailable, or unexpected results.

Hosting Services

1. Where a hosting tier, hosted environment, application, server, automation, portal, or infrastructure service is selected, Provider will make the applicable hosted environment available to Client on a subscription basis for the applicable term.
2. Hosting may be provided on shared or dedicated resources at Provider’s discretion. Provider may manage maintenance, downtime, updates, security controls, vendor selection, resource allocation, and infrastructure changes in its discretion.
3. Provider does not guarantee any specific level of uptime, availability, latency, throughput, performance, recovery time, recovery point, or error-free operation, and provides no service-level credits unless a separate written service-level addendum is executed by Provider.
4. Client is solely responsible for the legality, accuracy, integrity, and content of all data, code, prompts, credentials, files, records, and materials Client transmits to, stores in, or processes through the Services, and for maintaining independent backups unless backup services are expressly included in writing.
5. Upon expiration, suspension, or termination of hosting Services for any reason, Provider may disable access and delete the hosted environment and associated data without further obligation, subject to Client’s payment of all amounts due and any express written data-return obligations.

Accounts, Access, and Client Responsibilities

1. Client will provide timely access, information, credentials, approvals, decisions, content, data, and cooperation required for Provider to perform the Services.
2. Client is responsible for all use of the Services under Client’s accounts, credentials, systems, users, and integrations.
3. Client will maintain appropriate backups, security controls, permissions, legal rights, and internal review procedures for its own business, data, systems, and users.
4. Client will independently verify any output, automation, recommendation, deliverable, code, configuration, or hosted result before relying on it in production, legal, financial, medical, safety-critical, employment, or other material decisions.
5. Delays, failures, errors, or additional costs caused by Client’s failure to provide access, cooperation, accurate information, approvals, content, credentials, or timely decisions do not excuse payment obligations and do not constitute Provider breach.

Term; No Early Termination

1. If Services are purchased for a fixed term, subscription term, renewal term, or committed period, that term is a fixed, non-cancellable commitment unless otherwise expressly stated in writing by Provider.
2. Client has no right to terminate the Services, any selected term, or any committed purchase for convenience, dissatisfaction, non-use, change of circumstances, budget changes, internal business changes, or any reason other than Provider’s uncured material breach as expressly provided in these Terms or a written agreement signed by Provider.
3. Unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term, subscription Services automatically renew for successive renewal terms of equal length to the initial term, at Provider’s then-current rates, unless the applicable order states otherwise.
4. Termination or expiration does not relieve Client of its obligation to pay all fees due for the full committed term, which are fully earned as set forth in these Terms.

Fees, Billing, and Payment

1. Client will pay all fees set forth in the applicable invoice, order form, statement of work, proposal, checkout, or written confirmation, including one-time implementation or setup fees, recurring, subscription, usage, overage, pass-through, reinstatement, and collection fees.
2. All fees are stated and payable in U.S. dollars and are exclusive of taxes, duties, bank fees, payment processor fees, and similar charges, which are Client’s responsibility, excluding taxes on Provider’s net income.
3. The total contract value equals the sum of all recurring fees over the full committed term plus all one-time fees and other committed amounts (the "Total Contract Value"). The Total Contract Value is fully earned by Provider upon acceptance and is owed in full regardless of whether Client uses the Services.
4. Recurring fees are due in advance according to the billing frequency stated in the applicable invoice or order. One-time implementation or setup fees are due on the effective date, order date, or invoice date unless otherwise stated.
5. Unless the invoice states otherwise, payment is due upon receipt of invoice and no later than the due date specified in the invoice.
6. Client authorizes Provider to charge Client’s designated payment method for all amounts due and to retain that method for recurring and accelerated billing. Client will keep a valid payment method on file for the entire term.
7. Client’s payment obligations are absolute, unconditional, and not subject to setoff, deduction, counterclaim, abatement, withholding, chargeback, or offset for any reason.
8. All fees are non-refundable in whole and in part under all circumstances, including suspension, non-use, dissatisfaction, termination, or cancellation, except to the extent expressly required by law.
9. Provider may increase recurring fees upon renewal and may adjust usage-based, pass-through, third-party platform, licensing, model-provider, payment-processing, infrastructure, or vendor charges during the term upon notice.

Late Payments; Acceleration; Collections

1. If any payment is more than ten (10) days late, or upon any Client default, all remaining fees for the entire committed term immediately become due and payable in full as accelerated debt, without notice or demand, and Provider may charge or collect the full accelerated balance.
2. Past-due amounts accrue interest from the due date until paid in full at the highest lawful rate permitted by applicable Texas law, and if no maximum rate is established or applicable, at eighteen percent (18%) per year, calculated as one and one-half percent (1.5%) per month.
3. Provider may assess a late charge equal to the greater of fifty dollars ($50) or five percent (5%) of the past-due amount per occurrence as a reasonable administrative charge to defray collection-handling costs, and not as interest or a charge for the use or detention of money.
4. Client will pay all costs of collection, including collection-agency fees, court costs, expert fees, and reasonable attorneys’ fees, whether or not suit is filed.
5. Provider may refer delinquent accounts to a third-party collections agency or factor and may report debts as permitted by law.
6. Any chargeback, payment dispute, reversal, or attempted clawback initiated by Client without Provider’s written agreement constitutes default and breach, and Client will reimburse Provider for all related fees and costs.
7. Provider’s acceptance of partial or late payment does not waive Provider’s right to the full balance, acceleration, suspension, termination, or any other remedy.
8. It is the intent of the parties to comply with all applicable usury laws. Notwithstanding anything to the contrary, the aggregate of all interest and other amounts deemed interest will not exceed the maximum non-usurious interest permitted by applicable law. Any excess will be reduced, applied, refunded, amortized, or otherwise handled as required by law.

License Grant

1. Subject to Client’s continuous and full compliance with these Terms and payment of all fees, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and any software, configurations, automations, scripts, models, prompts, workflows, templates, documentation, reports, hosted environments, or deliverables provided by Provider (collectively, "Provider Materials") solely for Client’s internal business purposes during the applicable term.
2. The license is a license to use only. No sale, assignment, or transfer of ownership of Provider Materials or intellectual property occurs under these Terms.
3. The license automatically terminates upon expiration or termination of the applicable Services or upon any payment default.
4. Client will not, and will not permit any third party to, copy, modify, reverse engineer, decompile, disassemble, resell, sublicense, lease, host for others, exploit, train competing models from, create derivative works from, or remove proprietary notices from the Provider Materials except as expressly authorized in writing by Provider.

Intellectual Property Ownership

1. Provider exclusively owns and retains all right, title, and interest in and to the Provider Materials and all software, code, automations, workflows, skill trees, prompts, configurations, models, methodologies, know-how, templates, tooling, architecture, processes, documentation, derivatives, modifications, and improvements thereof, together with all intellectual property rights therein, whether created before or during an engagement and whether or not developed in connection with Client.
2. All work product, deliverables, and customizations created by Provider in performing the Services are Provider’s property and are licensed, not sold, to Client under these Terms. No "work made for hire" treatment applies. To the extent any such treatment would otherwise apply, Client assigns to Provider all rights therein.
3. Provider may freely use any general knowledge, skills, experience, ideas, concepts, techniques, learnings, and know-how developed, discovered, or used in performing Services, and may incorporate them into products and services for any client.
4. Client retains ownership only of Client’s pre-existing data and content provided by Client. Client grants Provider a license to use, host, copy, transmit, process, display, modify, and create technical derivatives of such data as necessary to provide, secure, support, bill, enforce, and improve the Services and Provider’s offerings.

Acceptable Use

Client will not use the website, Services, Provider Materials, hosting, automations, integrations, or deliverables to:

1. violate any law, regulation, contract, intellectual property right, privacy right, publicity right, export control, or third-party right;
2. transmit unlawful, harmful, infringing, defamatory, deceptive, fraudulent, abusive, harassing, obscene, or otherwise objectionable content;
3. upload malware, exploit code, harmful components, or materials designed to disrupt, damage, or gain unauthorized access to systems or data;
4. interfere with, degrade, overload, scan, test, probe, circumvent, or compromise the security or performance of any system, network, website, or service;
5. scrape, harvest, or process personal information without required rights, notices, consents, or legal basis;
6. send spam, unlawful marketing, phishing, deceptive communications, or unauthorized outreach;
7. use Provider Materials to design, build, commission, procure, or train a competing or substantially similar service or solution;
8. circumvent usage limits, license restrictions, security controls, or billing mechanisms;
9. misrepresent identity, affiliation, authority, or source of communications; or
10. use the Services in a manner that creates security, legal, reputational, operational, or financial risk for Provider.

Provider may suspend or terminate access for suspected violations of this Section without liability and without relieving Client of payment obligations.

Third-Party Services

1. The Services may depend on or interoperate with third-party platforms, model providers, APIs, hosting vendors, software, networks, payment processors, applications, and services.
2. Provider is not responsible for third-party acts, omissions, outages, pricing changes, data practices, errors, security failures, policy changes, limitations, suspensions, or discontinuations.
3. Client may be required to comply with third-party terms, policies, licenses, and acceptable-use requirements. Client authorizes Provider to access and use third-party services, credentials, and integrations as reasonably necessary to perform the Services.
4. Third-party cost increases, usage charges, pass-through fees, or provider-imposed changes may be passed through to Client as described in the applicable invoice or these Terms.

Confidentiality

1. Each party will protect the other’s confidential information using reasonable care and use it only to perform under these Terms or the applicable agreement.
2. Provider’s pricing, methodologies, Provider Materials, trade secrets, technical approach, automations, prompts, workflows, skill trees, configurations, know-how, and the non-public terms of any engagement are Provider’s confidential information.
3. Provider may identify Client as a customer and use Client’s name and logo for marketing and reference purposes unless Client opts out in writing.
4. Confidentiality obligations do not apply to information that is publicly available through no breach, already known without restriction, independently developed without use of the other party’s confidential information, or lawfully received from a third party without restriction.

Non-Solicitation and No-Hire of Personnel

1. During the term of any Services and for twenty-four (24) months after expiration or termination, Client will not, and will cause its affiliates, parents, subsidiaries, officers, directors, and agents not to, directly or indirectly, solicit, recruit, induce, hire, engage, employ, contract with, or accept services from any person who is or was an employee, contractor, subcontractor, developer, consultant, or service provider of Provider involved in performing or supporting the Services at any time during the twelve (12) months preceding the act.
2. This restriction applies regardless of who initiates contact, including through staffing agencies, placement agencies, newly formed entities, affiliates, contractors, or indirect arrangements.
3. The parties agree that actual damages from breach of this Section would be difficult or impossible to quantify. For each person solicited, hired, or engaged in violation of this Section, Client will pay Provider, as liquidated damages and not as a penalty, an amount equal to the greater of (a) one hundred fifty percent (150%) of that person’s total annual compensation, including salary, benefits, and contractor fees, at the time of breach, or (b) one hundred thousand dollars ($100,000) per person.
4. These liquidated damages are in addition to Provider’s right to injunctive, equitable, and other relief.
5. Client will not interfere with, or induce or attempt to induce any breach of, any agreement between Provider and its personnel, including confidentiality, non-solicitation, non-competition, invention-assignment, or similar agreements.

Non-Circumvention

1. During the term of any Services and for twenty-four (24) months thereafter, Client will not, directly or indirectly, circumvent or attempt to circumvent Provider by soliciting, contracting with, or transacting business with any subcontractor, vendor, supplier, developer, integration partner, model provider, consultant, or other source introduced to Client by Provider or identified by Client through the Services, for the purpose of obtaining services substantially similar to the Services or replicating Provider Materials, without Provider’s prior written consent.
2. Client will not use the Services, Provider Materials, or access provided under these Terms to design, build, commission, train, derive, or procure a competing or substantially similar solution, whether independently, through a third party, through former Provider personnel, or through any affiliated or newly formed entity.

Trade Secrets

1. Client acknowledges that Provider Materials, including Provider’s software, automations, workflows, skill trees, prompts, configurations, models, methodologies, architecture, pricing, technical approaches, and know-how, constitute trade secrets and confidential proprietary information protected under the Texas Uniform Trade Secrets Act, the federal Defend Trade Secrets Act, and other applicable law.
2. Client will take all reasonable measures to protect such trade secrets, will not use or disclose them except as expressly permitted, and will not misappropriate, copy, derive, reconstruct, expose, reverse engineer, or attempt to recreate them.
3. Upon any actual or threatened misappropriation, Provider is entitled to all available remedies, including injunctive relief, actual and exemplary damages, recovery of attorneys’ fees and costs, and any remedies stated in these Terms.
4. Client’s obligations with respect to trade secrets survive for as long as the information qualifies as a trade secret under applicable law. Obligations with respect to other confidential information survive for five (5) years after termination.

Non-Disparagement

Client will not make, publish, encourage, or assist any false, misleading, or disparaging statement about Provider, its personnel, services, products, customers, vendors, business, or Provider Materials, whether orally, in writing, online, or through any review, social, media, or public channel. Nothing in this Section restricts truthful testimony compelled by legal process or truthful reports to a government authority.

Staffing, Subcontracting, and Assignment

1. Provider may staff, assign, reassign, and subcontract Services among its personnel, affiliates, contractors, vendors, and third-party subcontractors in its sole discretion, in any location, without notice to or consent of Client. Provider is responsible for the performance of its Services regardless of who performs them, subject to all disclaimers and limitations in these Terms.
2. Provider may freely assign, transfer, pledge, factor, or delegate these Terms and any rights or obligations hereunder, including any right to payment, in whole or in part, to any third party, including in connection with financing, factoring, sale, merger, reorganization, assignment of receivables, or other transaction, without Client’s consent.
3. Client consents to the assignment and factoring of Provider’s receivables and agrees to pay the assignee or factor as directed.
4. Client may not assign or transfer these Terms or any rights or obligations without Provider’s prior written consent. Any attempted assignment without consent is void.

Disclaimers of Warranties

THE WEBSITE, SERVICES, HOSTING, PROVIDER MATERIALS, OUTPUT, AUTOMATIONS, DELIVERABLES, AND THIRD-PARTY COMPONENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND.

To the maximum extent permitted by law, Provider expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, security, availability, and any warranties arising from course of dealing, course of performance, or usage of trade.

Provider does not warrant or guarantee that the website, Services, hosting, output, automations, or deliverables will be accurate, complete, secure, uninterrupted, error-free, free of vulnerabilities or harmful components, compatible with Client’s systems, compliant with Client’s legal obligations, or fit for any particular purpose. Client acknowledges that it has not relied on any representation or warranty not expressly stated in a written agreement signed by Provider.

Indemnification

Client will defend, indemnify, and hold harmless Provider and its members, managers, officers, employees, contractors, subcontractors, affiliates, vendors, successors, and assigns (the "Provider Indemnitees") from and against any and all claims, demands, suits, actions, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable attorneys’ fees and expert costs, arising out of or relating to:

1. Client’s access to or use of the website, Services, hosting, Provider Materials, output, or deliverables;
2. Client’s data, content, prompts, files, systems, credentials, materials, or instructions;
3. Client’s breach of these Terms, an invoice, an order form, a statement of work, or applicable law;
4. any reliance on output, automation, recommendations, reports, code, configurations, or deliverables produced through or in connection with the Services;
5. Client’s business, operations, customers, employees, contractors, users, products, services, or legal obligations;
6. any allegation that Client data or Client materials infringe, misappropriate, or violate third-party rights; and
7. any use of the Services by anyone acting through Client’s accounts, credentials, systems, or authority.

This indemnity applies regardless of whether a claim arises from Provider’s own ordinary negligence, to the fullest extent permitted by Texas law. Provider has the right to control its own defense using counsel of its choice at Client’s expense. Client’s indemnification obligations survive expiration or termination.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER AND THE PROVIDER INDEMNITEES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, COVER, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, SECURITY BREACH, LOSS OF GOODWILL, PROCUREMENT OF SUBSTITUTE SERVICES, OR COST OF COVER, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Provider’s total aggregate liability for any and all claims arising out of or relating to these Terms, the website, the Services, hosting, Provider Materials, output, automations, or deliverables, regardless of the form of action, will not exceed the total fees actually paid by Client to Provider during the one (1) month immediately preceding the event giving rise to the claim.

The limitations in this Section apply to all theories of liability, including contract, tort, negligence, strict liability, statute, equity, or otherwise, are independent of any failure of essential purpose of any limited remedy, and reflect the agreed allocation of risk reflected in the pricing.

Default and Remedies

1. Client is in default if Client fails to pay any amount when due; breaches these Terms or any applicable agreement; repudiates or indicates intent not to perform; becomes insolvent; files or has filed against it a bankruptcy proceeding; makes an assignment for the benefit of creditors; initiates a chargeback, payment dispute, or reversal; violates license, confidentiality, non-solicitation, non-circumvention, trade-secret, acceptable-use, or payment provisions; or creates legal, security, reputational, operational, or financial risk for Provider.
2. Upon Client default, Provider may, in addition to all other remedies: accelerate and declare immediately due the entire remaining Total Contract Value for the full term; suspend or terminate access to Services and hosting; disable accounts or integrations; charge late fees and interest; pursue collection; preserve or delete hosted environments as permitted by law; and seek damages, injunctive relief, attorneys’ fees, and costs.
3. All remaining fees for the entire committed term are fully earned and are not a penalty but a reasonable measure of the agreed bargain, given Provider’s reservation of capacity, staffing, vendor commitments, and infrastructure for the full term.
4. Provider is in default only if it materially fails to provide the contracted Services and fails to cure within thirty (30) days after Client’s detailed written notice. Client’s sole and exclusive remedy for Provider’s uncured material default is termination of the affected Services on a prospective basis. No refund of fees is owed unless expressly required by law.

Suspension

Provider may immediately suspend Services, hosting, accounts, integrations, automations, access, or deliverables, in whole or in part, upon late payment, default, security risk, suspected misuse, third-party provider issue, legal concern, operational risk, excessive usage, chargeback, or violation of these Terms, without liability and without relieving Client of any payment obligation. Restoration after suspension may be conditioned on payment of all amounts due plus a reinstatement fee.

Audit Rights

Provider may, upon reasonable notice, audit Client’s use of the Services and Provider Materials to verify compliance with these Terms, including license scope, payment obligations, usage limits, and restrictive covenants. Client will reasonably cooperate. If an audit reveals underpayment, unauthorized use, or breach, Client will promptly pay the shortfall plus interest and will bear the cost of the audit if the discrepancy exceeds five percent (5%) or if any breach of confidentiality, license, non-solicitation, non-circumvention, trade-secret, or acceptable-use provisions is found.

Equitable Relief

Client acknowledges that any breach or threatened breach of license, intellectual-property, confidentiality, non-solicitation, non-circumvention, trade-secret, non-disparagement, acceptable-use, or similar restrictive provisions would cause Provider immediate and irreparable harm for which monetary damages would be inadequate.

Provider is entitled to seek and obtain temporary, preliminary, and permanent injunctive and other equitable relief to restrain any such breach or threatened breach, without the necessity of posting a bond or other security, without proof of actual damages, and without waiving any other remedy.

If any restrictive covenant is found overbroad or unenforceable as written, the court is authorized and requested to reform and enforce it to the maximum extent permitted by Texas law, including reducing duration, geographic scope, or scope of restricted activity.

Privacy

Provider’s collection and use of personal information is described in its Privacy Policy. By using the website or Services, Client consents to Provider’s data practices as described in the Privacy Policy and any applicable agreement.

Force Majeure

Provider is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, outages, cyberattacks, third-party platform or vendor failures, labor disturbances, supply or infrastructure failures, model-provider failures, network failures, governmental action, war, terrorism, civil unrest, disasters, epidemics, or utility failures. Client’s payment obligations are not excused by any force majeure event.

Notices

All formal legal notices must be in writing and addressed to the receiving party at its address stated in the applicable agreement, invoice, account records, or other written notice information. Notices must be delivered by personal delivery, nationally recognized overnight courier, certified mail with return receipt requested, or email to the email address most recently designated in writing by the receiving party for notices.

A notice is deemed received upon delivery if personally delivered; one (1) business day after deposit with an overnight courier; three (3) business days after mailing if sent by certified mail; and, for email, on the date sent if sent before 5:00 p.m. Central Time on a business day, otherwise the next business day, provided no bounce or non-delivery message is received. Routine operational and billing communications may be sent by email to Client’s contact of record and are effective when sent.

Provider notice address:

SHRUBNET, LLC 118 Broadway, Suite 221 San Antonio, TX 78205 thunderstaff.frill902@passmail.net

Changes to These Terms

Provider may update these Terms from time to time. Updated Terms are effective when posted, sent, linked, or otherwise made available unless a later effective date is stated. Continued access to or use of the website or Services after updated Terms become effective constitutes acceptance of the updated Terms. For Services under a fixed written agreement, changes will apply to the extent permitted by the applicable agreement and law, and may apply upon renewal, new orders, new statements of work, or continued use of website or online Services.

General Terms

1. Entire Agreement. These Terms, together with the Privacy Policy and any applicable invoice, order form, proposal, statement of work, or written agreement, constitute the entire agreement between the parties concerning the Services and supersede all prior or contemporaneous understandings. Any Client purchase order, vendor terms, click-through terms, procurement terms, or conflicting documents are rejected and of no effect unless signed by Provider.
2. Amendments; Waiver. No amendment is effective unless in writing signed by Provider, except that Provider may update website Terms as stated above. No waiver is effective unless in writing signed by the waiving party, and no waiver is a continuing waiver.
3. Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, or severed, and the remainder will remain in full force.
4. Independent Contractor. Provider is an independent contractor. Nothing creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.
5. Survival. Sections concerning fees, payment, acceleration, intellectual property, license, warranty disclaimers, indemnification, limitation of liability, confidentiality, non-solicitation and no-hire, non-circumvention, trade secrets, non-disparagement, equitable relief, collections, audit, dispute resolution, and general provisions survive termination or expiration.
6. Binding on Affiliates and Persons in Concert. Client’s obligations and restrictions bind Client and its affiliates, parents, subsidiaries, successors, assigns, and persons or entities acting in concert with, on behalf of, or at the direction of Client. Client is responsible for breaches by such persons as if committed directly by Client.
7. Cumulative Remedies. Provider’s rights and remedies are cumulative and in addition to any rights or remedies available at law or in equity. No election of one remedy waives any other.
8. Electronic Acceptance. These Terms may be accepted electronically. Client’s signature, electronic acceptance, payment of an invoice, submission of an order, or use of the Services constitutes acceptance.

Governing Law; Venue; Attorneys’ Fees

1. These Terms and any dispute arising out of or relating to the website, Services, Provider Materials, invoices, orders, or any relationship between Client and Provider are governed by the laws of the State of Texas, without regard to conflict-of-laws principles.
2. The parties irrevocably agree that exclusive venue and jurisdiction for any dispute, claim, or proceeding arising out of or relating to these Terms or the Services lies in the state or federal courts located in Bexar County, Texas. Each party waives any objection to such venue, including any claim of inconvenient forum.
3. In any action or proceeding arising out of or relating to these Terms or the Services, the prevailing party is entitled to recover reasonable attorneys’ fees, expert fees, and costs from the non-prevailing party. Provider is deemed the prevailing party with respect to any collection of amounts owed.
4. Each party waives any right to trial by jury and any right to participate in any class, collective, consolidated, or representative action. Any claim must be brought within one (1) year after it accrues, unless a shorter period is permitted by law or a longer period is required by law.

Contact Information

Questions about these Terms may be directed to:

SHRUBNET, LLC 118 Broadway, Suite 221 San Antonio, TX 78205 thunderstaff.frill902@passmail.net