Last Modified April 25, 2019
These terms and conditions are expressly incorporated by reference to the online PERSONAL SHOPPER
AGREEMENT (the "Agreement") is made by and between Bodaty, LLC operating under its brand Samyata
("Samyata" or the "Company") and the undersigned individual or entity acting as an outside sales
agent selling various products and services (the "Personal Shopper" or "you") on the date that
Personal Shopper executes the Agreement or downloads and enrolls as a personal shopper in the
Samyata Personal Shopper phone app (the "Effective Date"). Company and Personal Shopper may each be
referred to in this Agreement as a "Party" or collectively as the "Parties." The Parties agree that
Personal Shopper shall assist Samyata with fulfilling Samyata's customers' orders made through the
Samyata mobile and online application (the "App") (the "Services") and Personal Shopper wishes to
undertake certain duties and responsibilities for providing the Samyata Services.
WHEREAS, Samyata grants Personal Shopper a non-exclusive non-transferable right to provide the
Samyata Services to Samyata's customers through the App ("Customer(s)") which includes the pickup of
items purchased by Customers at participating businesses ("Merchants") and delivering those products
to Customers; and communicating any issues with the pickup and delivery to Samyata, Merchants, and
Customers. When completing personal shopping tasks for "Samyata Now" deliveries the Personal Shopper
shall communicate with the shopper and help them find the right product, will first look for the
chosen product in a participating business ("Merchant") and only then try to find it in a
non-participating business ("Merchant"), and will buy and deliver the product in good condition to
the shopper's satisfaction. When buying from a non-participating business, the Personal Shopper will
use the Bodaty issued purhase debit card for this purpose only.
1. User Representations, Warranties, and Covenants
By using the Services, you expressly represent and warrant that you are legally entitled to enter
this Agreement. Your participation in using the Services is for your sole, personal or internal
business use. When using the Services, you agree to comply with all applicable laws from your home
nation, and the country, state, and city in which you are present while using the Services.
You may only access the Services using authorized means. It is your responsibility to check to ensure
you download the correct Software for your Device (“Device,” which shall mean a mobile Device owned
or controlled by you that you use to access the App.). The Company is not liable if you do not have
a compatible Device or if you have downloaded the wrong version of the Software for your Device. The
Company reserves the right to terminate your use of the Software and/or Services should you be using
the Software or Services with an incompatible or unauthorized Device.
- 1.1. By using the Services, you agree that:
- 1.1.1. You will only use the Services for lawful purposes; you will not use the Services
for sending or storing any unlawful material or for deceptive or fraudulent purposes.
- 1.1.2. You will not use the Services to cause nuisance, annoyance, or inconvenience.
- 1.1.3. You will not use the Services, or any content accessible through the Services,
for any commercial purpose, including but not limited to contacting, advertising to,
soliciting, or selling to any user or Customer, unless the Company has given you
permission to do so in writing.
- 1.1.4. You will not copy or distribute any of the Company's software or any content
displayed through the Services without prior written permission from the Company.
- 1.1.5. You will not create or compile, directly or indirectly, any collection,
compilation, or other directory from any content displayed through the Services except
for your personal, noncommercial use.
- 1.1.6. The information you provide to us when you register an account or otherwise
communicate with us is accurate, you will promptly notify us of any changes to such
information, and you will provide us with whatever proof of identity we may reasonably
- 1.1.7. You are aware that when requesting Services by SMS text messages, standard
messaging charges will apply, and that you consent to receive updates via SMS text
- 1.1.8. You will keep secure and confidential your account password and/or any
identification credentials we provide you which allows access to the Services.
- 1.1.9. You will only use the Services for your own use and will not resell either the
Services to a third party.
- 1.1.10. You will not use the App or Services in any way that could damage, disable,
overburden, or impair any Company server, or the networks connected to any Company
- 1.1.11. You will not attempt to gain unauthorized access to any part of the App and/or
to any service, account, resource, computer system, and/or network connected to any
- 1.1.12. You will not deep-link to the App or access the App manually or with any robot,
spider, web crawler, extraction software, automated process and/or Device to scrape,
copy, or monitor any portion of the App or any content on the App, unless the Company
has given you permission to do so in writing.
- 1.1.13. You will not copy any content displayed through the Services, including but not
limited to a store’s product content and reviews, for republication in any format or
- 1.1.14. You will not conduct any systematic retrieval of data or other content from the
App or Services.
- 1.1.15. You will not try to harm other personal shoppers, Customers, or the Company, the
App or Services in any way whatsoever.
- 1.1.16. You will report any errors, bugs, unauthorized access methodologies or any
breach of our intellectual property rights that you uncover in your use of the App and
- 1.1.17. You are of legal age to deliver alcohol and any other controlled substance or
related product and assume all risk and liability related to the delivery thereof; the
legality of your possession during delivery; and the compliance and requirements related
to you confirming the identity, age, and any other necessary credentials of the
- 1.1.18. Personal Shopper will provide services to market the Samyata Services at all
times in a safe, professional, and proficient manner, and will use its business skills,
initiative, and best judgment in such performance.
- 1.1.19. Personal Shopper is not economically dependent on its Compensation derived under
this Agreement with the Company and shall be solely responsible for his/her/its
operating expenses, including but not limited to personal business attire, cellular
phone, computer, and any other necessary equipment, meals, travel and lodging, or
automobile expenses, including the cost of automobile repairs, car insurance, fuel, and
other taxes and fines.
- 1.1.20. Personal Shopper represents that the relationship with Company has not, does
not, and will not breach any agreements with or duties to a former employer or any other
third party. Personal Shopper will not disclose to Company or use on its behalf any
Confidential Information belonging to others unless consented to in writing by the
- 1.1.21. Personal Shopper shall report any request from Company's officers, agents, or
employees that contradicts that Personal Shopper possesses the sole right to control and
direct the means, time, place, manner, and method by which he/she/it hereunder performs;
and Personal Shopper will not receive time increment-based pay from Company, such as
hourly wages or weekly, monthly, or annual salary, and shall only be compensated for
Services on a commission only basis.
- 1.1.22. Personal Shopper understands that any training he/she/it may receive is
promulgated by the third-party processors and banks under their respective regulations
and guidelines. Personal Shopper understands that Company will not require additional
instructions, training, advice, or suggestions, unless requested by Personal Shopper.
- 1.1.23. Personal Shopper has the right, as an independently established business, to use
or hire assistants as subcontractors or employees to fulfill the duties required under
this Agreement, and Personal Shopper is solely responsible for all supervision,
compensation, benefits, and other employment or contract matters related to said
assistants and/or sub-agents. Personal Shopper expressly warrants and understands that
any of his/her/its sub-agents or employees shall not be considered an agent or employee
of the Company under a joint-employer, or any other theory of recovery.
- 1.1.24. Personal Shopper has and will maintain the proper permits and licenses to
legally perform his/her/its obligations under this Agreement, and such permits and
licenses shall be maintained at Personal Shopper's sole expense during the Term of this
- 1.1.25. Personal Shopper represents and warrants that it maintains in effect all such
workers' compensation, employee liability, commercial general liability, contractual
liability and any other insurance required by law.
- 1.1.26. You consent to your address location being designated a "Samyata DOV (Delivery
Only Virtual) Store" since you will receive requests for products from buyers and will
be performing personal shopping services finding, buying and delivering the requested
products to the buyers. You further agree that your "Samyata DOV Store" location may be
listed by Bodaty for promotional purposes on our website, social media sites, online and
offline advertising and any medium desired by Bodaty. This may include, but is not
limited to, the purpose of promoting the availability of products for delivery to the
buyer. If at any point you desire to opt out of this listing, you may do so by emailing
Requests will be processed as they are received.
- 1.1.27. You consent to being contacted by Bodaty LLC through US mail, email, in-app
notifications, SMS or any other means, for any reason including, but not limited to,
marketing, operational, legal, support, hr and other purposes.
Subject to the terms and conditions set forth herein, Samyata hereby appoints Personal Shopper as a
non-exclusive Personal Shopper to refer pickup and deliver items purchased by Customers through the
Samyata App. Samyata reserves the right to appoint other Personal Shoppers to provide the Samyata
Services in all markets throughout the world. All rights in and to the Samyata Services not
expressly granted by Samyata herein are hereby reserved by Samyata.
This Agreement begins on the Effective Date of this Agreement and continues for as long as Personal
Shopper chooses to participate in the Samyata Services, which shall include fulfilling any order
once accepted through the App. Subject to the preceding sentence, either Party may terminate this
Agreement at any time.
- 4.1. Amount. Company will pay Personal Shopper fees ("Compensation") based on the
completion of a personal shopping experience or transaction and Personal Shopper’s ratings and
reviews as set forth on the Compensation Policy available at https://vahaka.com/compensation.html. Personal Shopper is free
to accept requests for a personal shopping experience at its leisure.
- 4.2. Payment Requirements. Personal Shopper must meet all third-party and Bodaty deyaPay
requirements to receive the associated Compensation.
- 4.2.1. No Compensation. No payment shall be payable to the Personal Shopper if
such amounts are not paid to Company, or if such payments are prohibited under
applicable federal, state, or local law, regulation, or policy, or the regulations of
any card association, third party processor, or bank.
Personal Shopper will have no interest in or rights to the Customer, Merchant, Merchant and Customer
data, or any agreements entered between Merchant, Customer, and the Company.
6. Payment Methods.
Personal Shopper may be issued a debit card for Personal Shopper to make purchases at pre-approved
Merchants related to purchases requested by Customers through the App. Personal Shopper agrees that
it will only use such card for pre-approved purchases and no other purpose. Personal Shopper assumes
all liability related to any unauthorized purchases or transactions on such card. Personal Shopper
agrees to keep such card protected including all information thereon and the PIN. Personal Shopper
shall immediately inform Company of any suspected or unauthorized use, including that the card may
be lost or stolen.
7. Confidential Information.
- 7.1. Term of Confidentiality. This Agreement as it relates to Confidential Information
shall be in effect and will continue in full force and effect for the term of this Agreement and
for a period of five (5) years after termination of this Agreement.
- 7.2. Definition. Personal Shopper will acquire knowledge of the Company’s confidential
information ("Confidential Information"). By way of example, Confidential
Information includes, but is not limited to, information that is proprietary or of a unique
nature relating to the Company and its business operations, internal operational structure,
internal documents, customers, customer lists and contact information, pricing, contracts and
other financial information, proprietary software or computer systems, merchandising and
marketing techniques, inventions, plans, specifications, strategic information, business plans,
supplier agreements, and partnership or joint venture agreements disclosed to or known by
Personal Shopper in connection with providing services on behalf of the Company under this
Agreement. Disclosure of this Confidential Information in violation of this Section will cause
substantial loss to Company. Personal Shopper shall not, at any time during this Agreement’s
term or thereafter, except as authorized in a signed writing by the Company, directly or
indirectly, use, disclose, reproduce, or in any other way publicly or privately disseminate any
Confidential Information as defined in this Section to any person or entity.
- 7.3. Preservation and Use. Personal Shopper may have access to records or possession of
property of the Company. Records or property include but are not limited to all contracts,
agreements, financial books, instruments and documents, client lists, scripts, leads, data,
reports, programs, telephone and address books, rolodexes, research, listings, equipment,
in-house proprietary sales forms, and any other instruments, records or documents relating or
pertaining to the Company’s business or the Samyata Services rendered by the Personal Shopper.
Records and property will at all times remain the Company’s property. Personal Shopper is only a
holder of this property for the sole use and benefit of the Company and will safely keep and
preserve such property, except as consumed in the normal business operation of the Company. Upon
termination of this Agreement, Personal Shopper will return to the Company all records and
property and will neither make nor retain any copies of any records or property after this
- 7.4. Protection of Confidential Information. Personal Shopper hereby swears and affirms
that he/she/it will not, directly or indirectly, use, make available, sell, disclose, or
otherwise communicate to any third party, other than in performing the contracted for duties
herein and for the benefit of the Company, any of the Company's Confidential Information, either
during or after Personal Shopper's business relationship with the Company. Personal Shopper
agrees not to disclose or otherwise disseminate such information without prior written approval
of the Company’s officers, which they may withhold in their sole and absolute discretion.
Personal Shopper acknowledges and agrees that the unauthorized disclosure of Confidential
Information of the Company may be highly prejudicial to its interests, an invasion of privacy,
and an improper disclosure of trade secrets.
- 7.5. Location and Reproduction. Personal Shopper will maintain in his/her/its possession
and control only such Confidential Information as needed to perform obligations hereunder.
Personal Shopper will return to the appropriate person or location or otherwise properly dispose
of Confidential Information upon termination of this Agreement. Personal Shopper will not make
copies of or otherwise reproduce Confidential Information unless there is a legitimate business
need of the Company for reproduction.
- 7.6. Prior Actions and Knowledge. Personal Shopper represents and warrants that from the
time of his/her/its first contact with the Company, Personal Shopper shall hold in strict
confidence all Confidential Information and have not disclosed any Confidential Information,
directly or indirectly, to anyone outside the Company, or used, copied, published, or summarized
any Confidential Information, except to the extent otherwise permitted in this Agreement.
- 7.7. Third-Party Information. Personal Shopper acknowledges that the Company is in
receipt and in the future will receive from third parties, including Customers, their
confidential information subject to a duty on the Company’s part to maintain the confidentiality
of such information and to use it only for certain limited purposes. Personal Shopper hereby
agrees that, during the period in which he/she/it performs Services on behalf of the Company and
after such relationship has terminated, Personal Shopper will hold all such confidential
information in the strictest confidence and not disclose or use it, except as necessary to
perform obligations hereunder, and as is consistent with the Company’s agreement with such third
8. Restrictive Covenants.
Personal Shopper may develop good will for the Company through personal contact with Customers and
others who will have business relationships with the Company and their processing and banking
affiliates. Personal Shopper agrees to the following:
- 8.1. Any breach by the Personal Shopper of this Agreement will constitute a violation of the
terms and conditions of the Personal Shopper relationship between Company and Personal Shopper
and may result in immediate termination of the Agreement.
- 8.2. Non-Solicitation of Customers. The Personal Shopper covenants and agrees that during
the term of this Agreement and the time period specified below thereafter, Personal Shopper will
not, directly or indirectly, for the benefit of the Personal Shopper or others, either as an
employee, agent, consultant, partner, advisor, principal, member, shareholder, or in any other
capacity, engage in any of the following acts:
- 8.2.1. Existing Customers. Personal Shopper will not in such aforementioned
capacity or relationship, solicit any existing Customers for a period of three (3) years
starting from the date of the termination of the Agreement.
- 8.2.2. Prior Solicited Non-Clients. Personal Shopper will not solicit any
businesses that Company has solicited by making of a written proposal or offer for
services while Personal Shopper was providing Services hereunder in the eighteen (18)
month period prior to termination of the Agreement. Such restriction shall be in place
for a three (3) year period after termination of this Agreement.
- 8.3. Non-Disparagement of Company. Personal Shopper warrants, covenants, and agrees that
during the term of this Agreement and during a period of three (3) years following the date of
termination of this Agreement, Personal Shopper will not, for any reason, solicit, or make
false, disparaging comments about the Company, any of the Company’s employees, agents, officers,
directors, shareholders, or any of the Company’s affiliates, in any form of media, directly or
indirectly, including, but not limited to, verbal, written, email, text, internet message,
facsimile, other online posting, or communication on social media platforms including but not
limited to Facebook, blogging, Twitter, MySpace, LinkedIn, Snapchat, Google, Yelp, Instagram,
Glassdoor, or generally through the Internet, to (a) any Customers, (b) any prospective
Customers from whom Personal Shopper has solicited business on the Company’s behalf, or (c) any
other persons or entities who refer potential Customers in need of the types of services sold or
marketed by the Company, whom have become known to Personal Shopper as a result of the
performance of its obligations hereunder.
- 8.4. Non-Solicitation of Employees and Personal Shoppers. Whereas Personal Shopper
understands and agrees that the Company has an interest in retaining the loyalty, fidelity, and
continued employment of its current employees and agents, the Personal Shopper warrants,
covenants, and agrees that, while providing services on behalf of the Company under this
Agreement and for a period of two (2) years following the date of termination of such
relationship, for any reason, whether voluntarily or involuntarily, Personal Shopper will not,
directly or indirectly, attempt to induce, solicit, offer, or recruit, or assist in any attempt
to induce, solicit, offer, or recruit, any employee or independent contractor of the Company to
terminate or alter its relationship with the Company or to become associated with any other
person or entity, including, but not limited to, any competitive business, whether as an
employee, independent contractor, agent, consultant, advisor, investor, partner, or otherwise.
- 8.5. Enforcement. In furtherance and not in limitation of the foregoing, should any
durational or geographical restriction or restriction on business activities covered under this
Agreement be found by any court of competent jurisdiction to be overly broad, the Parties intend
that such court will enforce this Agreement in any less broad manner the court may find
appropriate by construing such overly broad provisions to cover only that duration, extent, or
activity which may be enforceable. The Parties acknowledge the uncertainty of the law in this
respect and expressly agree that this Agreement shall be given the construction that renders its
provisions valid and enforceable to the maximum extent permitted by law.
- 8.6. Reasonable Restriction. Personal Shopper acknowledges and agrees that the periods of
restriction and the breadth of service and geographic areas of restrictions imposed by this
Agreement, if any, including, but not limited to the non-solicitation and confidentiality
covenants, are fair and reasonably required for the protection of legitimate business interests
of the Company.
- 8.7. Notwithstanding any statute to the contrary, the Personal Shopper shall not be entitled to
an award of attorney fees and costs if the Personal Shopper prevails in any action to enforce
Sections 6, 7, 8 of this Agreement.
9. Independent Contractor Relationship.
Nothing under this Agreement shall be construed as creating any partnership, joint venture, or agency
between the Parties. Personal Shopper will act solely as an independent contractor/1099 agent and,
as such, is not authorized to bind the Company to third parties or Customers. No federal, state, or
local taxes of any kind shall be withheld or paid by Company on behalf of Personal Shopper in
connection with payments made hereunder by the Company. Personal Shopper will perform the Samyata
Services described in this Agreement independently and will determine, in his/her/its sole
discretion, the manner, time, place, and means by which those services are accomplished as well as
what services must be accomplished, subject to the requirement that Personal Shopper will at all
times comply with applicable law and general industry guidelines. Company has no right or authority
to control the manner or means by which the Samyata Services are accomplished. Personal Shopper
assumes full responsibility for his/her/its actions while performing services under this Agreement.
The Personal Shopper will indemnify, defend, and hold the Company, its officers, shareholders,
directors, agents, employees, and agents harmless from and against any and all claims, liabilities,
losses, damages, costs and expenses (including, without limitation, attorney fees and expenses)
arising out of or relating to the foregoing responsibility of the Personal Shopper. Personal Shopper
is not an employee of the Company and is not entitled to participate in any of the Company's
employee benefit plans, without exception.
11. Intellectual Property.
"Intellectual Property" means all of the following owned by a party: (i) trademarks and service marks
(registered and unregistered) and trade names, and goodwill associated therewith; (ii) patents,
patentable inventions, computer programs, and software; (iii) databases; (iv) trade secrets and the
right to limit the use or disclosure thereof; (v) copyrights in all works, including software
programs; and (vi) domain names. The rights owned by a party in its Intellectual Property shall be
defined, collectively, as “Intellectual Property Rights.” Other than the express licenses granted by
this Agreement, Company grants no right or license to Personal Shopper by implication, estoppel or
otherwise to any Intellectual Property Rights of the Company. Each Party shall retain all ownership
rights, title, and interest in and to its own products and services and all intellectual property
rights therein, subject only to the rights specifically granted herein. Company (and not Personal
Shopper) shall have the sole right, but not the obligation, to pursue copyright and patent
protection, in its sole discretion, for its Intellectual Property Right. Personal Shopper will
cooperate with Company in pursuing such protection, including without limitation executing and
delivering to Company such instruments as may be required to register or perfect Company’s interests
in any Intellectual Property Rights and any assignments thereof. Personal Shopper shall not remove
or destroy any proprietary, confidentiality, trademark, service mark, or copyright markings or
notices placed upon or contained in any materials or documentation received from Company in
connection with this Agreement.
- 12.1. Injunctive Relief. The Parties recognize that irreparable injury will result to the
Company and its business and property if Personal Shopper breaches the covenants contained in
Sections 6, 7, 8, and 9 of this Agreement. It is agreed that if Personal Shopper breaches any of
these covenants, in part or in whole, Company shall be entitled to an injunction, without
posting a bond, to restrain further breach of those covenants by Personal Shopper or any of
Personal Shopper's employees or sub-agents, or any persons acting for or with Personal Shopper,
in addition to any other remedies Company may have.
- 12.2. Cumulative Remedies. All provisions of sections of this Agreement are cumulative.
Compliance with these sections is a condition precedent to Company’s obligation to make payments
to Personal Shopper whether under this Agreement or otherwise. Nothing in this Agreement
prohibits the Company from pursuing any other remedies available to it for a breach or
threatened breach of this Agreement.
13. Termination of Relationship.
Company may terminate this Agreement, at any time, upon written notice to Personal Shopper. Upon
termination of this Agreement, neither Party will have any further obligations under this Agreement,
except for the sections that specifically set forth survival following termination of this
Agreement. Each Party will remain liable and responsible to the other for all prior obligations and
for all acts and omissions of such Party, its agents, or its employees, prior to termination.
14. Indemnification and Set Off.
Personal Shopper will indemnify and hold harmless the Company and its shareholders, officers,
directors, affiliates, independent agents, and employees against any and all liability, damages,
losses, costs or expenses, or judgments resulting from or related to any third party claims made or
suits brought against the Company and its shareholders, officers, directors, affiliates, independent
agents, and employees that arise out of (i) the Samyata Services provided by Personal Shopper under
this Agreement, (ii) the misstatement or untrue nature of any of the warranties and representations
made by Personal Shopper, (iii) Personal Shopper’s breach of this Agreement’s terms and conditions,
or (iv) due to any of Personal Shopper’s acts or omissions or due to Personal Shopper’s negligence.
Company shall set off any losses related to Personal Shopper's willful, dishonest, or negligent act
in its performance hereunder ("Losses") from any payments due to Personal Shopper, and Personal
Shopper expressly authorizes Company to collect via the Automated Clearing House ("ACH") any amounts
owed to Company under this Agreement or any other agreement between the Parties, including Losses,
from the bank account provided by Personal Shopper for this purpose and to receive payments
15. Binding Effect.
Each Party and each individual signing on behalf of each Party, represents and warrants that it has
full power and authority to enter into this Agreement, and that no further approvals or consents are
required. Each Party represents that they have had an opportunity to review this Agreement; that
they understand its terms; that if they have reviewed the Agreement with an attorney, they are
relying on the legal advice of said attorney; and that they voluntarily accept these terms. This
Agreement is the legal, valid, and binding obligation of the Parties, enforceable against each Party
and its assigns, officers, directors, agents, employees, independent contractors, and shareholders
in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or
other similar laws of general application or by general principles of equity. This Agreement sets
forth the final, entire understanding and agreement of the Parties and incorporates all of the
agreed upon terms, covenants, and conditions. This Agreement can only be modified or amended in
writing, signed by both Parties. If any part of this Agreement is determined by a court of competent
jurisdiction to be unenforceable, all other parts of this Agreement will remain in full force and
16. BINDING ARBITRATION.
ANY DISPUTE OR CLAIM BETWEEN THE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE FULLY
AND FINALLY RESOLVED BY BINDING ARBITRATION IN CHICAGO ILLINOIS IN ACCORDANCE WITH THE COMMERCIAL
ARBITRATION RULES AND PRACTICES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) FROM TIME TO TIME IN
FORCE AND EFFECT. THIS AGREEMENT TO ARBITRATE SHALL BE SPECIFICALLY ENFORCEABLE AND IS THE EXCLUSIVE
REMEDY FOR THE RESOLUTION OF SUCH DISPUTES UNDER THIS AGREEMENT. THERE SHALL BE A SINGLE ARBITRATOR,
WHO MUST BE (I) A LAWYER ENGAGED FULL-TIME IN THE PRACTICE OF LAW AND A MEMBER IN GOOD STANDING OF
THE STATE BAR OF ILLINOIS AND (II) ON THE AAA REGISTER OF ARBITRATORS. WITHIN THIRTY (30) DAYS OF
THE CONCLUSION OF THE ARBITRATION HEARING, THE ARBITRATOR SHALL PREPARE WRITTEN FINDINGS OF FACT AND
CONCLUSIONS OF LAW. JUDGMENT ON THE WRITTEN AWARD MAY BE ENTERED AND ENFORCED IN ANY STATE OR
FEDERAL COURT LOCATED IN ILLINOIS. THE PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
COURTS SO SELECTED, TO THE EXCLUSION OF ANY OTHER COURT WHICH MIGHT HAVE HAD JURISDICTION APART FROM
THIS SECTION 16, WAIVE ANY DEFENSE OF LACK OF IN PERSONAM JURISDICTION OF SUCH COURTS AND AGREE THAT
SERVICE OF PROCESS IN ANY ACTION BEFORE SUCH COURTS MAY BE MADE BY MAILING IT TO THE PARTY TO BE
SERVED AT THE ADDRESS PROVIDED HEREIN. IT IS MUTUALLY AGREED THAT THE WRITTEN DECISION OF THE
ARBITRATOR SHALL BE VALID, BINDING, FINAL, AND NON-APPEALABLE; PROVIDED HOWEVER, THAT THE PARTIES
HERETO AGREE THAT THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO AWARD PUNITIVE DAMAGES AGAINST ANY
PARTY TO SUCH ARBITRATION. THE ARBITRATOR SHALL REQUIRE THE NON-PREVAILING PARTY TO PAY THE
ARBITRATOR’S FULL FEES AND EXPENSES OR, IF IN THE ARBITRATOR’S OPINION THERE IS NO PREVAILING PARTY,
THE ARBITRATOR’S FEES AND EXPENSES WILL BE BORNE EQUALLY BY THE PARTIES THERETO. EACH OF THE
PARTIES HERETO FURTHER AGREES THAT IT WILL NOT BECOME A MEMBER OF ANY CLASS-WIDE LITIGATION OR
ARBITRATION AND WILL NOT INITIATE ANY CLASS ACTION LITIGATION OR ARBITRATION AGAINST THE OTHER
PARTY. FURTHER, THE PARTIES AGREE THAT THEY WILL NOT ASSERT ANY CLAIMS AGAINST THE OTHER PARTY
AS A REPRESENTATIVE OF ANY GROUP, CLASS, OR OTHERWISE SIMILARLY SITUATED INDIVIDUAL OR
The headings in this Agreement are for convenience only and are not intended to, and shall not be
construed to, limit, enlarge, or affect the scope or intent of this Agreement nor the meaning of any
of its provisions. Further, the headings contained in this Agreement are for reference purposes only
and shall not be used in construing this Agreement. This Agreement shall be given a fair and
reasonable construction in accordance with the intention of the Parties and without regard to the
identity of its drafter.
The Parties may not assign, transfer, pledge, encumber, or sell their rights under this Agreement, in
whole or in part, without the other’s prior signed written consent, which that Party may grant at
its sole discretion. However, no such consent shall be required for Company’s assignment or transfer
of this Agreement in connection with a sale or transfer of all or substantially all of the business
assets of the Company.
19. Waiver and No-Waiver.
Failure of either Party to insist upon the strict performance of any of the Agreement’s terms and
conditions, or failure to exercise any rights or remedies provided in this Agreement or by law will
not release the other Party of any of its obligations under the Agreement. An oral modification or
rescission of this Agreement by either Party will not operate as a waiver of any of the Agreement’s
terms. No waiver by either Party of any breach, default, or violation of this Agreement’s terms and
conditions will constitute a waiver of any subsequent breach, default, or violation of the
Agreement’s terms and conditions. This section shall apply despite any law or theory that either
Party’s waiver of his/her/its rights under the Agreement amounts to a waiver of this section, and
either Party expressly reserves the right to enforce any section at any time this Agreement is in
effect and for the period of time that certain sections indicate survival after termination.
Written notice shall be provided to Company as follows: All notice shall be mailed to 200 E. 5th
Avenue, Suite #121DE, Naperville IL 60563, United States. In addition, You shall send all notices to
Bodaty via email with receipt acknowledged to firstname.lastname@example.org.
Personal Shopper expressly agrees that it and any person or individual that it authorizes to access
its account or the App using Personal Shopper's Device has read and agrees to the Bodaty Privacy
Personal Shopper expressly agrees and authorizes Bodaty to track Personal Shopper's Geo-Location as
authorized by Personal Shopper on Personal Shopper's Device and through the App for the purpose of
providing updates to Merchants and Customers.
- 21.1. Geo-Location and In-Store Geo-Location: You can prevent your mobile Device from
sharing your Geo-Location by choosing the don’t allow button within the Applications or you can
prevent it by disabling the location/Geo-Location sharing setting on your Device settings.
- 21.2. Biometric Data: Bodaty only uses such products to verify your identity via third
parties, such as Apple or Google through your Device. You can opt out of using your Biometric
data at any time by adjusting the settings on your Device, or in your account settings in the