Last Updated: August 8th, 2022

This AGREEMENT, effective on the date of the signed quote (“Effective Date”) between PartsLogic (PL) with an address at PO Box 601981, San Diego, CA 92160, and the Client.

Project Timeline

The project start date begins with the completed subscription submission. The average project can take 1-3 weeks from start to finish with other projects taking longer due to unknowns or additional project requirements. For those projects requiring additional requirements, a project “kick-off” call with all decision makers is had. The purpose of this call is to review the contract scope of work and lay out a timeline with deliverables, document additional work to be completed based on time and materials and set an expected launch  date. This timeline is customized based on available resources, business seasonality, and planned vacations. 

Calendar Days

Unless expressly stated otherwise in this Agreement, all “days” referenced in this Agreement shall mean calendar days.

Client’s Designated Person

Client shall designate in this Agreement a specific person who will communicate with PL regarding the project and shall have authority to bind Client concerning all aspects as of this Agreement (“Contact Person”) to include, but not limited to, (a) transmission to PL of the Content, (b) change in the scope of work, (C) modify this Agreement, (d) accept, change or reject prepared materials,, and (e) accept, change or reject the final product. Client hereby represents to PL that Contact Person shall have complete authority to make decisions on behalf of Client and communicate to PL such decisions regarding all aspects of this Agreement. Client may designate as the Contact Person a consultant, employee, or principal of Client. After the Client has designated the Contact Person, Client may not change the Contact Person without a written change order approved and signed by PL which shall occur prior to such change. PL shall not be required to report to or communicate with any person other than the Contact Person. PL shall receive instructions only from Contact Person. Any substitution or addition of a Contact Person may result in an additional charge by PL to Client, to be determined by PL in its sole discretion, based on time and materials.

Content Accuracy

Client agrees that all the data is the result of data submitted to PL by Client or by a third party selected by Client, and that data which is sent to PL is loaded onto the platform  at Client’s direction. PL shall not be responsible for any errors or omissions regarding the description or specification of Client’s products and/or services to include, but not limited to, any and all images and descriptions of vehicle parts, such as year, make, model, or manufacturer. Client agrees that PL recommends that Client send to PL the highest quality data for its Content. PL will not review any data delivered to PL to determine whether such data is correct. PL shall not be responsible for the completeness, quality, and/or accuracy of any data related to the Content that is delivered to PL by Client, data supplier, or manufacturer. If the Content contains data that is incorrect, incomplete, or poor quality, and Client requests PL in writing to change or repair such data, then PL, in its sole discretion, may change or repair such data and charge Client based on a time and materials basis for making such change or repairs.

Client Participation

Any delay to the Project exceeding fourteen (14) days, on a cumulative basis, will result in rescheduling the project due to resource reallocation. Any delay to the Project exceeding thirty (30) days, on a cumulative basis, shall result in a per diem charge to Client in the amount of 1% per day as a project restart fee. The project restart date will be agreed upon by the Client and the PL Project Manager. The above-mentioned 30-day period (or any portion thereof) shall be cumulative in that should there be intermittent delays because of lack of response or feedback, missed deliverables, changes to the Content, the total of all such delays shall not exceed thirty (30) days. Client agrees that any delay to the Project shall be determined by PL, in PL’s sole discretion, as to whether such delay was caused by Client. If the Project is delayed for more than ninety (90) days, on a cumulative basis, PL reserves the right to terminate this Agreement and retain Client’s entire deposit.

Change Orders

If during or after the course of performing the development as described in this agreement, Client desires a change in the timeline or scope of the effort, a “Change Order” must be developed. PL will review the proposed change(s) and determine the new timeline and potential cost for the proposed changes. Upon completion of the review and response by PL, Client will need to provide agreement and approval prior to any work being done.

Definition of Time and Materials Basis

Time and materials basis means PL shall be paid on the basis of the following: (a) PL’s internal hourly billable rate, which is currently at $195 per hour, per each person who works on the Project; and (b) PL’s cost of materials and third-party software services used by PL. The charge for time and materials is subject to change, which shall be in PL’s sole discretion, on the condition that PL gives Client 5-days advance written notice of such change.

Payment of Fees

Bills will be deemed delinquent and assessed a 2% charge if payment is not received within 30 days after the due date. If an amount remains delinquent, an additional 2% penalty will be added for each month of delinquency. PL reserves the right to disable the PL access or the entire use of the PL Service until the account is in good standing. In the event collection proves necessary, the client agrees to pay all fees incurred by that process.

Client Maintenance of Software Code

Client understands and agrees there are elements in the PL service that may require maintenance in which Client will be required to write or manipulate HTML or CSS code, template code, styling code, or other codes (“Maintenance Codes”). PL shall neither be responsible to maintain the PL Service on the Client’s website nor be responsible to write or manipulate any Maintenance Codes. PL, in its sole discretion, may assist Client with respect to Maintenance Codes, and PL, in its sole discretion, may charge Client on a time and materials basis.

Functionality Requests from Client

Client agrees that should Client request a certain functionality of the PL Service that requires a change or override to the core software code of the PL Service , such change or override to the PL Service may result in the PL Service functioning differently than was intended or foreseen by Client or PL, and such change in the functionality of the PL Service may not be capable of being reversed. In the event that Client requests a change or override to the core software code of the PL Service, PL shall not be responsible for any change in the functionality of the PL Service, whether temporary or permanent, and PL shall not be required to attempt any reversal of such change or override after it has been completed.

No Guarantee by PL

PL does not guarantee any of the following for: (a) page speed, (b) search engine rankings of the Website, (c) popularity of the Website, (d) commercial success of the Website, (e) number of conversions, if any, from page views of the Website to customers of Client, (f) third-party services such as payment or shipping, (g) older Internet browser compatibility with the PL Service, and (h) successful integration of data and servicefunctions made by Client independently.

Not Responsible

PL shall not be responsible for any of the following: (a) pricing violations by Client; (b) emissions law violations by Client; (c) sales tax violations by Client; (d) use of the PL Service by Client to commit fraud or any other unlawful act; (e) incompatibility of the PL Service because of new or updated Internet browsers; (f) damage or changes to the performance of the PL Service as a result of Client removing or altering the Content; (g) customer shopping experience on the PL Service; (h) changes in the pricing of products that are offered; and (i) the sale of discontinued or out of stock products.

Deposit Policy

For projects with a monetary deposit, the Client agrees that Client’s deposit shall be treated as follows by PL: Client deposit is a sum of money held in trust by PL as an initial payment to protect PL against default by Client and for the costs incurred by PL that result from PL expending its resources to implement the PL Service  for Client. Client’s deposit shall be non-refundable if PL satisfies its obligations under this Agreement. Client’s deposit shall also be non-refundable and shall serve as liquidated damages in the event that Client breaches this Agreement. Client agrees the financial harm that PL will suffer as a result of Client’s breach of this Agreement will be difficult to accurately quantify at the time that Client breaches this Agreement, and therefore Client agrees that its deposit is a reasonable sum to compensate PL and is reasonably related to the loss that will be suffered by PL.

Termination Policy

Effective for Clients with signed contract prior to July 31st, 2022

Upon the Client signing the contract, the PL Service is provisioned and internal resources are scheduled based on the expected timeline, because of this, the deposit and paid monthly Subscription fees are non-refundable. Either party may terminate this agreement upon ninety (90) days prior written notice to the other party in the event of a material, uncured breach of this agreement, or in the event of a non-mitigated Force Majeure Event. Upon receipt of said termination notice, the breaching party shall have ninety (90) days to cure said breach. The Client shall have the right to terminate this agreement for convenience upon the payment of a cancellation fee equal to the total sum of all fees due for the remainder of the agreement Term.

Effective for Clients with a new subscription starting on or after August 1st, 2022

Upon the Client agreeing to a subscription, the PL Service is provisioned and internal resources are scheduled based on the expected timeline, because of this, the deposit (if applicable) and paid monthly Subscription fees are non-refundable. Either party may terminate this agreement upon seven (7) days prior to the next renewal month, with a written notice. The monthly fee is not prorated for the remainder of the cancellation month; the client retains access and services up until the end of the cancellation month. If the written cancelation notice is not received within seven (7) days of the next renewal month, the client retains access and services through the next month, and PL collects the subscription fee for said month.

Functions of Subscription

Client agrees that it is required to carefully review the functions of each Subscription plan offered by PL to determine which plan best satisfies Client’s requirements for the PL Service, and the plan that Client purchases may not provide certain functions that other plans provide. Client agrees the list of functions set forth in this Agreement shall control the scope of the Project, and any request by Client for a function that is not listed under the plan that Client purchases shall be treated by the parties as a request for a function that is outside the agreed-upon scope of the Project. Any work to be performed by PL outside the scope of the Project may result in an additional charge to Client, to be determined by PL in its sole discretion, based on a time and materials basis.

Consents by Client

Client hereby consents to the following: (a) to allow PL to promote the PL Service in PL’s portfolio and marketing materials, (b) to allow PL to place a hyperlink at the footer of each page on the PL Service in which the hyperlink will link to PL, (c) to grant a royalty-free, irrevocable license to PL to allow PL to use Client’s trademark and/or service mark to promote PL and PL’s services, and (d) the recording of conversations between the parties to this Agreement for training and quality control purposes. The term of each consent and license set forth herein shall be the term of this Agreement.

Credit Card Charges

Client hereby represents that it is the authorized cardholder and shall agree to all of the terms and conditions in PL’s credit card authorization form to include, but not limited to, Client’s agreement to pay for services provided by PL and specifically to authorize PL to charge Client’s credit card for services provided. In the event Client’s credit card becomes invalid, Client shall immediately provide a new valid credit card upon request by PL to be charged for the payment of any outstanding balance owed to PL. Client authorizes PL to charge the balance of Client’s account automatically each month as a recurring charge. Client authorizes PL to charge Client’s credit card the amount owed to PL upon a written demand from PL delivered by electronic transmission. In the event PL charges the Client for services rendered under this Agreement on a time and materials basis, or PL increases its monthly hosting charge or increases other monthly recurring charges, or PL charges the Client for services rendered pursuant to a change order, the Client hereby authorizes PL to charge the amount owed to PL on the Client’s credit card either as one-time charge or as a recurring charge depending on the type of services rendered by PL, to be determined by PL in its sole discretion, after PL has provided written notice to the Client delivered by electronic transmission.

ACH Payments

Client agrees that it may pay PL through a valid automated clearing house (“ACH”) enabled bank account at a United States based financial institution. By choosing to pay PL by ACH, Client is authorizing PL (or its agent) to debit Client’s bank account for the total amount due to PL. The transaction must be payable in U.S. dollars, and PL, in its sole discretion, may refuse this payment option to Client without notice for any reason at any time. Client agrees that information provided by Client may need to be authenticated, and therefore Client may not be able to submit a payment to PL until the information provided by Client is authenticated. By accepting these terms and conditions regarding ACH payment, Client authorizes PL to initiate a charge to Client’s bank account at the depository financial institution identified by Client and to debit the amount indicated by Client to such bank account including authorization to correct errors. Client acknowledges and agrees the origination of ACH transactions to PL’s account must comply with all applicable law. The authorization herein by Client shall remain in full force and effect for recurring payments until PL has received written notification from Client of Client’s termination in such time as to afford PL reasonable opportunity (which shall be no less than ten (10) days) to act upon it. Client understands and agrees that because payment is by electronic transaction, the funds regarding payment may be withdrawn from Client’s account as soon as the date an individual transaction is authorized, and that Client will have a limited period of time to report and dispute errors. In the event that an ACH transaction is rejected for non-sufficient funds (“NSF”), Client understand and agrees that PL may, at its discretion, attempt to process the charge again within thirty (30) days and agrees to pay an additional charge for each attempt by PL because of a returned NSF which will be initiated as a separate transaction from the authorized payment. The additional charge will be $25. Client has certified that its bank account is enabled for ACH transactions and agrees to reimburse PL for all penalties and fees incurred as a result of Client’s bank rejecting an ACH debit or credit as a result of the account not being properly configured for ACH transactions. Client acknowledges and agrees the origination of ACH transactions to its account must comply with the provisions of United States law. Client authorizes charges to Client’s banking account on a regular basis. Client will be charged with the amount indicated for each billing period or based upon the terms of this Agreement. Client agrees that no prior- notification will be provided by PL unless the date (and only if the date is earlier than regularly scheduled) or the amount of the charge changes in which case Client will receive notice from PL at least five (5) days prior to the payment being collected. Client shall be deemed to have given its approval regarding any change to the date of the payment or the amount of the payment if Client does not provide PL its acceptance after five (5) days from the date that PL has delivered to Client electronic communication regarding such change.


Client understands and agrees that Client is personally responsible for Client’s behavior using the PL Service. Client agrees to indemnify, defend and hold harmless PL (its affiliated companies, licensors, licensees, employees, and agents) from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary, and/or indirect damages) and reasonable attorneys’ fees, resulting from or arising out of Client’s use or misuse of the PL Service. Such indemnification shall include, but not be limited to, infringement of any trademark, service mark, copyright, defamation, incorrect, incomplete, or misleading information, or any violation of any applicable state or federal law. In all events, PL shall have the right to do the following: (a) participate in the defense of any suit or proceeding in which PL is named as a party through legal counsel of PL’s own choosing, and/or (b) settle with claimant without obtaining consent from Client. Client shall pay all attorneys fees and costs on behalf of PL, and PL shall not be required to advance funds for its own defense. PL shall not be required to make any showing as a condition of Client to indemnify, defend and hold harmless PL.

Correction of Errors or Inaccuracies

Client understands and agrees that Content may from time to time contain errors or other inaccuracies and may not be complete or current. PL reserves the right to correct any errors or omissions and to change or update the Content at any time without prior notice to Client. Client agrees that PL does not guarantee the errors or omissions that are corrected by PL will be complete or accurate or will improve the performance or presentation of the Content.

Risks of Electronic Transmission of Data

There may be risks associated with the use of the Internet to include, but not limited to, security and transmission. Client expressly agrees to assume all risks in connection with the use of the Internet. PL makes no warranty, whether express or implied, regarding prevention of downtime, outrages, denial of service attack or interruptions of service or that content will be secured against attack of any form. Client agrees to take reasonable steps to protect the security of the Content, or any information that it holds in connection with its customers, from attack.

Access to Client’s Google Analytics Account

The parties agree the software tool known as Google Analytics provides a digital analytics tools to analyze data, such as being able to monitor visitor traffic on a website. Client agrees to provide PL, during the term of this Agreement, with free and unrestrained access to Client’s Google Analytics account.

Client’s Utilization of Appropriate Hardware and Software

Client agrees the successful implementation and use of the PL Service depends upon Client’s utilization of appropriate hardware (PC) and software (browser). PL reserves the right to request that Client upgrade or change its hardware or software to successfully implement or use the PL Service. Client shall be responsible for providing all hardware and software at its own expense.

Service Level Agreement

PL warrants that its hosting service will be available ninety nine percent point five percent (“99.5%”) of the time measured by each calendar month. Downtime shall be defined as a situation when a Client’s customer is unable to access the PL Service or Client is unable to transmit or receive data from the PL Service. This warranty shall not apply to any downtime or to any performance outrages because of the following: (a) Client’s equipment, software, third-party equipment, or any Client or third party technology; (b) scheduled maintenance for any change or upgrade to the PL Service or PL software in which PL provides advance notice; (c) any act or omission by Client or any third party or anyone gaining access to the PL Service, whether or not such person was authorized to gain access; (d) slowness with specific features; (e) external applications or software that are integrated into the PL Service; (f) delay with image uploading, processing, or sharing; (g) network problems external to PL’s system, such as routing issues between Client’s internet service provider and a PL’s server; (h) any factor outside of PL’s control, such as act of God (to include, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods), war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, or embargo; rebellion, revolution, insurrection, or military or usurped power, or civil war), contamination by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly, riot, commotion, strikes, go slows, lock outs, or acts or threats of terrorism. In the event Client experiences downtime in excess 99.5% availability during any calendar month, PL will issue a credit to Client equal to 3.3% of Client’s monthly hosting fee for each 60 minutes of downtime (“Downtime Credit”). The total of all Downtime Credit during any calendar month shall not exceed Client’s hosting fee for that month. Any Downtime Credit shall be applicable only during the month in which the downtime exceeded 99.5%. Downtime shall be measured from the time that Client provides PL with notice to the time the downtime is corrected. To receive a Downtime Credit, Client must provide written notice to PL of the purported failure within the month the downtime occurs. PL will perform the appropriate measurement and verification as to whether downtime occurred to determine whether a Downtime Credit is due to Client. Upon approval of Client’s claim, PL will issue a Downtime Credit. If PL does not approve Client’s claim, PL will notify Client. Notice shall be deemed delivered to PL at the time notice is received by PL. If Client fails to comply with this notice requirement, Client shall forfeit its right to receive a Downtime Credit. PL shall not be responsible for comprehensive monitoring of the PL Service. Notwithstanding anything to the contrary in the Agreement, a Downtime Credit shall be Client’s sole and exclusive remedy arising from or relating to any downtime of the PL Service.

Monthly Subscription Term and Renewal

The Subscription fee will be prorated for the first paid month to align billing with the first day of the month. The contract term period, as defined in the signed quote, is the month period following the first billing cycle based on the Subscription start date. Each Term shall automatically renew for subsequent periods of the same length as the initial Term unless either party gives the other written notice of termination or changes at least thirty (30) days prior to expiration of the then-current Term. In the event that the Client subsequently adds additional services for any reason, including, but not limited to, support, and/or additional features and enhancements, the terms of this Agreement shall apply and such additional Services shall be automatically incorporated herein by this reference.


The PL application and all associated code remains the property of PL. PL is a SaaS-based platform that is leased to you in exchange for the current monthly Subscription fee and the software remains supported during the entire time the Client’s account is in good standing, defined as being current with payment and within the Client’s Subscription usage limits.

Use Policy

Client shall be in material violation of this Agreement if it engages in any of the following activities: (a) spamming, (b) copyright violation, (c) distribution and/or transmission of obscene or indecent speech or materials, (d) defamation, (e) illegal/unauthorized access to other computers or networks, (f) distribution of internet viruses, worms, Trojan horses (and other destructive activities), or (g) other activities whether lawful or unlawful that PL determines to be harmful to its customers, operations or reputation. PL reserves the right to declare that Client is in breach of this Agreement and may, in its sole discretion, terminate this Agreement upon giving three (3) days written notice.

Excessive Data

Each Subscription has a maximum amount of the content, data, traffic, revenue and other features that such a plan accommodates (“Maximum Data”). The Maximum Data for the Subscription that Client selects is set forth in the signed quote. If Client exceeds the Maximum Data, PL reserves the right to require Client to upgrade to an appropriate plan commensurate with the amount of data that Client uses, to be determined in PL’s sole discretion, at an additional cost to Client. After Client receives notice that it must upgrade to a different plan, for exceeding the Maximum Data, and Client does not object within five (5) days from the date that PL sends notice of such change, Client shall be deemed to have given its approval for PL to upgrade Client to a different plan and to charge Client the additional cost. PL shall be authorized to charge Client’s credit card account or cause an ACH payment for the additional cost associated with the upgrade. If Client refuses to be upgraded or to pay the additional cost, PL reserves the right to terminate this Agreement.

No Warranty Regarding Content

All Content shall be the sole responsibility of the person or organization from whom such Content originated. PL does not control, and shall not be responsible for Content made available through the PL Service. PL does not warrant or guarantee the accuracy of the Content that is communicated or presented by the PL Service or any communications that may occur between Client and any customer of Client based on the Content. It is the Client’s responsibility to verify the Content is complete and correct. Client’s act of accessing the PL Service shall evidence Client’s agreement that Client shall not hold PL, or any of its agents or information providers, liable in any way for any damage or loss of any kind that Client may suffer as a result of Client’s reliance on the Content.

Fees and Price Changes

Client agrees to pay all fees due according to the pricing and terms set forth in this Agreement and/or in any invoice that PL sends to Client. PL reserves the right to adjust its pricing for its service upon 30 days written notice.


All fees charged by PL exclude any and all taxes or similar fees charged by any and all government agencies. Client shall be solely responsible and hereby agrees to pay in full any and all taxes and/or fees charged by any and all government agencies. In the event that PL pays such taxes and/or taxes or fees to the required government agencies, Client will, upon receipt of PL’s invoice, reimburse PL for any such taxes and/or fees paid by PL within ten (10) days.

No Sublicensing of Tool Set

Client shall not sublicense any tools included in their subscription with PL, such as providing to any third party on the Website without the prior written consent of PL.

No Assignment

Client may not assign this Agreement without the prior written consent of PL, which PL may refuse in its sole discretion. Any attempt by Client to assign this Agreement without the prior written consent of PL shall be deemed null and void. PL may assign this Agreement without the prior written consent of Client which assignment shall be effective upon written notice delivered to Client.


PL’s acceptance of payment from Client with knowledge of any breach by Client or any waiver by PL of any breach by Client of any term or condition of this Agreement shall not constitute a waiver of any subsequent breach by Client. PL’s failure to require compliance or to exercise any right under this Agreement shall not be construed as a waiver by PL of such term, condition, and/or right, and shall not affect the validity or enforceability of any other provision of this Agreement.

Partial Invalidity

Nothing contained in this Agreement shall be construed as waiving any of PL’s rights under the law. If any part of this Agreement shall be in conflict with the law, that part shall be void to the extent that it is in conflict but shall not invalidate this Agreement nor it shall affect the validity or enforceability of any other provision of this Agreement.


All notices, requests, and demands that are required to be in writing may be given by one party to the other party by electronic transmission to the receiving party’s e-mail address. Each party agrees that its e-mail address is set forth in this Agreement, and such e-mail address (unless modified in writing and signed by the parties) shall be the only e-mail address to direct all notices, requests, and demands.

Dispute between Client and Client’s Customer

Any and all business transactions and other interactions between Client and any customer of Client, including the payment and delivery of products, and any other terms, conditions, warranties or representations associated with such transactions are solely between Client and customer of Client. Client agrees that PL shall not be responsible or liable for any loss or damage of any type or sort incurred by Client as a result of any transaction between Client and customer of Client. If there is any dispute between Client and any customer of Client or a third party introduced to Client through the PL Services, Client shall not, and PL has no obligation, to become involved in such dispute. Client waives any and all claims, demands, damages, whether actual or consequential, of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to a dispute between Client and any customer of Client.

Jurisdiction and Arbitration

This Agreement is being executed and delivered in the State of California and shall be governed by, construed, and enforced in accordance with the laws of the State of California without regard to conflict of law principles. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Diego County, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Period to Make Claims

Any action or arbitration by Client against PL, its affiliates, officers, directors, agents, employees, successors or assigns, based upon any act or omission arising out of or relating to the use of the PL Services, shall be commenced within six (6) months of the first occurrence giving rise to such claim or be forever barred.

Disclaimer of Warranty


Limitation of Liability


Counterparts and Electronically Transmitted Counterparts

This Agreement may be executed in several counterparts and electronically transmitted each of which shall be deemed to be an original. This Agreement and any counterparts so executed shall be deemed to be one and the same instrument. It shall not be necessary making proof of this Agreement, or any counterpart hereof, to produce or account for any of the other counterparts. Executed counterparts of this Agreement, whether delivered by U.S. Postal Service, or other method of delivery, or delivered by electronic transmission, shall be deemed to be an original.

Entire Agreement

This Agreement constitutes the entire Agreement between PL and Client. This Agreement supersedes any and all other agreements, both oral and written, between PL and Client with respect to the subject matter hereof and contains the entire agreement between PL and Client with respect to such subject matter. Client agrees that any oral representation made by PL, even if such representation was presented as an objective fact, was false, and was a material inducement in Client entering this Agreement, shall be deemed puffery and/or a hyperbolic statement used in the sale of PL’s Services, and such misrepresentation shall be deemed void and ineffective, whether as the basis for Client’s claim for breach of contract claim and/or the tort of misrepresentation, unless such oral representation has been expressly incorporated into this Agreement.