Terms and Conditions
ACCESSING AND UTILIZING THE Hermessi MEMBER PORTAL (HEREINAFTER REFERRED TO AS THE “PORTAL”) IS SUBJECT TO STRICT ADHERENCE TO THESE TERMS AND CONDITIONS (HEREINAFTER REFERRED TO AS THE “T&Cs”). By engaging with the portal, you affirm that you have carefully reviewed, comprehended, and consented to abide by these terms and conditions.
PLEASE BE ADVISED THAT ANY MODIFICATIONS TO THESE T&Cs MAY OCCUR, AND YOU ARE RESPONSIBLE FOR ADHERING TO SUCH REVISIONS. SAID MODIFICATIONS SHALL BECOME EFFECTIVE IMMEDIATELY UPON THE POSTING OF UPDATED T&Cs. THEREFORE, IT IS ESSENTIAL THAT YOU REGULARLY REVIEW THE T&Cs. YOUR CONTINUED ACCESS TO OR USAGE OF THE SERVICE SHALL CONSTITUTE DEFINITIVE ACCEPTANCE OF THE MODIFIED T&Cs. FAILURE TO AGREE WITH THE T&C WILL PRECLUDE ACCESS TO OR USAGE OF THE PORTAL.
ADDITIONALLY, IT IS WARRANTED TO NOTE THAT THE TERMS OUTLINED IN THE MASTER SERVICE AGREEMENT ("MSA"), INCLUDING ITS ANNEXES AND AMENDMENTS, MAY APPLY TO THESE T&Cs.
1. Scope and Objective
Hermessi LLC ("Hermessi ") manages the Member Portal for its clients or users granted access by clients (referred to collectively as "End Users"). The Member Portal facilitates the collection of client data during onboarding and enables clients to log in to track their progress, schedule meetings, select their assistant, and access content within the Member Portal (referred to as the "Portal"), including associated features, products, and services. The aim is to provide Hermessi clients with a centralized platform to optimize their future membership benefits and prepare for success with Hermessi . In accordance with these Terms and Conditions (referred to as the "T&Cs"), Hermessi may authorize You to access Your Portal Content and Your Portal. Your use of the Portal and Hermessi Content is governed by these T&Cs.
2. Definition
An affiliate is any individual or organization that, with regard to a Party, controls, is controlled by, or shares control with that Party directly or indirectly through one or more intermediaries.
Client denotes a Hermessi customer who extends access to the PORTAL to an End User.
Hermessi Content encompasses all textual content, images, graphics, photographs, video clips, designs, icons, sounds, information, data, and other materials presented within, included in, or linked to the PORTAL. Multimedia content, service-related data from Hermessi, and metrics pertaining to service orders exemplify some of the Hermessi Content available.
Member Portal denotes an autonomous data visualization platform maintained by Hermessi for the benefit of End Users, inclusive of associated features, commodities, and services.
Hermessi Technology includes all approaches, techniques, protocols, workflows, expertise, software, algorithms, strategies, and other technological elements that are presented on, used in the development, assembly, or functioning of, or otherwise incorporated into the PORTAL.
Party and Parties refer to either one or both of the entities, namely You, the End User, and Hermessi.
User Content signifies any data, images, or other information that You place on Your Portal or transmit to Hermessi or its Client, as well as data collected by Hermessi from You.
You or You pertain to the End User who agrees to abide by these Terms and Conditions.
Portal Content is referred to as information that is specific to You and available to You through Your Portal. It is derived from Hermessi Content. Other End Users' missing content is not included in your portal content. It could include—but is not limited to—information and measurements about service orders, multimedia files, and data on Hermessi services.
3. Changes in these T&C’s and/or Portal
3.1 Changes to these T&Cs. Hermessi reserves the exclusive right to add, modify, or remove any portion of these terms and conditions, either wholly or partially, at its discretion, at any given time, with a minimum notice period of thirty (30) days before the changes take effect. You acknowledge that notification of alterations to these terms and conditions will be disseminated on Your Portal, and such notification will become effective thirty (30) days after its posting. Unless expressly altered or revised further, the amendments shall apply prospectively thereafter. Your continued use of Your Portal will be construed as acceptance of all modifications to these terms of service.
3.2 Modifications to Your Portal. Hermessi and/or Hermessi Clients reserve the right to periodically update, alter, or modify Your Portal without prior notice or liability. Any aspect of Your Portal, including but not limited to its content, offered services and goods, databases, availability hours, and required hardware and software for access or usage, may be subject to alteration, suspension, or discontinuation at any time by Hermessi and/or its clients. Hermessi and/or Hermessi Clients may also impose restrictions on specific elements of Your Portal and/or restrict Your access to all or part of Your Portal without prior notice or obligation.
4. Description of services
In accordance with these Terms, Hermessi shall provide Account with the services delineated in the Order Confirmation (hereinafter referred to as the "Services"). The provision of Services shall be carried out by Hermessi and its employees, independent contractors, and Executive Assistants (each referred to as a Hermessi "Executive Assistants" or "EA") in adherence to the quantity of committed Hermessi hours requested by Account. A "Hermessi Hour" is defined as a Executive Assistants's minimum daily time commitment of one hour, allocated for the following purposes: (a) support for the designated Account stakeholder (hereinafter referred to as a Hermessi "Member") under their supervision; (b) provision of complimentary episodic overflow work from the Executive Assistants, when available; (c) serving as a backup Executive Assistants; (d) assistance for the direct supervisors of other team members who support the Member's work; and/or (e) provision of additional ongoing managerial and training support. The Order Confirmation delineates the initially committed Hermessi Units by the Account. Account reserves the right to modify the committed Hermessi Units, either by verbal or email communication, at any juncture during the Service Period. These Terms shall extend to each newly added Hermessi Unit. Hermessi shall document and confirm any verbally communicated notifications to Account with a subsequent follow-up email.
5.Account Responsibilities
In the execution of the Services, Account shall: (a) cooperate with Hermessi in all matters related thereto; (b) promptly respond to Hermessi's requests for information, instructions, approvals, authorizations, or decisions that are reasonably necessary for Hermessi to carry out the Services in accordance with the provisions of this Agreement; and (c) provide Hermessi with any Account materials or information that Hermessi may reasonably require to execute the Services in a timely manner, ensuring that such Account materials or information are comprehensive and accurate in all material respects. Hermessi shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Account, to the extent directly or indirectly resulting from such prevention or delay, if the actions or inactions of Account hinder or delay Hermessi from fulfilling its obligations under this Agreement.
6. Intellectual Property
6.1 Ownership of Intellectual Property: Hermessi, its clients, and any other third-party proprietors of intellectual property maintain complete ownership of said rights. This includes but is not limited to, all text, images, graphics, photographs, videos, designs, icons, sounds, information (including Your Portal Content), data, methodologies, procedures, processes, know-how, software, algorithms, techniques, and other technologies displayed, utilized, or integrated on Your Portal, unless explicitly stated otherwise. These proprietary or intellectual property rights are owned by Hermessi, its clients, or their respective licensors.
All Intellectual Property Rights, encompassing copyrights, patents, patent disclosures, inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, confidential information, trade dress, trade names, logos, corporate names, domain names, associated goodwill, derivative works, and other rights ("Intellectual Property Rights") related to work products, documents, and materials prepared by Hermessi or delivered to Account under this Agreement, collectively referred to as the "Deliverables," are exclusively owned by Account. If any Deliverable does not qualify as a "work made for hire," Hermessi hereby assigns all rights, titles, and interests in and to the Deliverables worldwide, including all intellectual property rights therein, without further compensation. Hermessi also waives any present or future claims to "moral rights" with respect to the Deliverables to the extent permissible by relevant law.
Hermessi maintains and will continue to uphold exclusive ownership of all rights, titles, and interests in all documents, information, know-how, software, and other materials, including computer programs, reports, and specifications, which Hermessi provides or utilizes in connection with the provision of the Services. These materials, collectively referred to as the "Pre-Existing Materials," were either created or acquired by Hermessi prior to or independently of this Agreement, along with all intellectual property rights therein. Hermessi hereby grants Account a license to utilize any Pre-Existing Materials to the extent that they are incorporated into, merged with, or otherwise necessary for the use of the Deliverables for any and all purposes.
6.2 Authorized and Access Use: Pursuant to these Terms and Conditions (T&Cs), you and your authorized personnel may access, download, and utilize content from Your Portal solely for internal business purposes. Without prior written consent from Hermessi and its licensors, as applicable, you are prohibited from distributing, modifying, creating derivative works from, or using Your Portal Content in any manner for public or non-commercial purposes. Furthermore, you are not authorized to utilize the names, logos, trademarks, service marks, or other intellectual property contained within Your Portal for any purpose without obtaining prior written consent from Hermessi and its licensors, if applicable. Hermessi and its clients retain full discretion over the provision of access to Your Portal, which may be revoked at any time. Access to Your Portal is granted solely through a username and password, with each End User required to have a unique username. You are responsible for all usernames and passwords associated with Your account, ensuring their security, and are liable for any activity conducted using such credentials. In the event of suspected unauthorized access to your password or login credentials, you are required to promptly notify Hermessi.
7. Confidentiality
Throughout the Service Period, either party (referred to as the "Disclosing Party") may, at various intervals, disclose or provide the other party (referred to as the "Receiving Party") with non-public, proprietary, and confidential information of the Disclosing Party. This information may include but is not limited to, financial data, marketing plans or strategies, expertise and know-how, product details and data, product development, and client and supplier information (collectively referred to as "Confidential Information"). Confidential Information may or may not be explicitly labeled or designated as such; however, it does not encompass information that: (a) is generally available to the public; (b) is obtained by the Receiving Party from a third party source without confidentiality obligations; (c) was already in the possession of the Receiving Party prior to its disclosure by the Disclosing Party; or (d) is independently developed by the Receiving Party without utilizing any Confidential Information.
The Receiving Party shall: (y) refrain from utilizing the Disclosing Party's Confidential Information for any purpose other than the exercise of its rights or fulfillment of its obligations under this Agreement; (x) uphold and preserve the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as it would apply to its own Confidential Information, but in no event less than a commercially reasonable degree of care; and (z) refrain from disclosing any aforementioned Confidential Information to any individual or entity, except to its affiliates, as well as their officers, directors, managers, agents, independent contractors, attorneys, accountants, and financial advisors, who require access to the Confidential Information in order to assist the Receiving Party or act on its behalf, in exercising its rights or fulfilling its obligations under this Agreement.
Prior to disclosing any Confidential Information, the Receiving Party shall make commercially reasonable efforts to notify the Disclosing Party of such disclosure requirements, enabling the Disclosing Party to seek a protective order or other appropriate remedy at the Disclosing Party's sole cost and expense, if necessary under applicable law or legal process.
8. Disclaimer of warranties
Hermessi affirms and guarantees to Account that it will engage workers possessing the requisite training, expertise, and qualifications to execute the Services in a professional and workmanlike manner, consistent with accepted industry standards for comparable services. Additionally, Hermessi assures that it will allocate adequate resources to fulfill its obligations under this Agreement.
Should Account discover or reasonably should have discovered any defects in the Services within ten (10) days, and duly notifies Hermessi in writing of such defects, as reasonably described, Hermessi shall not be held liable for a breach of the warranty. In such event, Hermessi may, at its sole discretion: (a) rectify or replace the affected Services (or the defective portion thereof); or (b) provide a credit or reimbursement for the cost of said services at the agreed-upon pro-rata rate.
Hermessi makes no warranties of any kind regarding the Services, including those that are implied by law, fit for a specific purpose, warranties of title, warranties against infringement of third-party intellectual property rights, or warranties made concerning business performance, trade practices, or otherwise. The warranty specified herein constitutes the sole warranty provided by Hermessi.
All products, services, information, Hermessi Content, text, and related graphics contained within or available through Your Portal are provided to You on an "as is" and "as available" basis. Hermessi and its clients make no representations or warranties of any kind, either express or implied, as to the operation of Your Portal, Hermessi Technology, software, maintenance services, support services, deliverables, resources, equipment, Hermessi Content, or other items or services provided by Hermessi under these T&Cs or the results to be derived from the use thereof. Without limiting the foregoing, Hermessi and its clients do not warrant or represent that Your Portal will operate error-free or uninterrupted, that defects will be corrected, that Your Portal and its servers will be free of viruses and other harmful components, or that Your Portal Content will be accurate, complete, reliable, current, or error-free. To the fullest extent permissible pursuant to applicable law, Hermessi and its clients disclaim all representations and warranties of any kind, either express or implied, including, but not limited to, the implied warranties of (i) merchantability or satisfactory quality, (ii) fitness for a particular purpose, (iii) title, and (iv) non-infringement of the rights of third parties, and any warranties arising from course of dealing, usage of trade, or course of performance. Without limiting the above, Hermessi and its clients shall not be responsible for and specifically disclaim all warranty obligations whatsoever with respect to Your negligence or misuse of Your Portal, computer hardware, or third-party software malfunctions, noncompliant data formats, data input errors, or Your failure to follow installation and operating instructions provided by Hermessi or its clients. You expressly agree that Your use of Your Portal, including all data or content viewed or transmitted through Your Portal, is at Your sole risk.
9. Limitation on liability
In certain circumstances, Hermessi or its Clients may be subject to liability arising from defaults or other breaches, entitling You to seek damages. However, Hermessi and its Clients shall only be liable for bodily injury (including death) and/or damage to Your real property caused by Hermessi and its Clients. Under no circumstances shall Hermessi, its agents, licensors, Clients, or service providers, or any other entity involved in creating, promoting, maintaining, hosting, or providing any aspect of Hermessi Content, Technology, or the PORTAL, be liable to You or any other party for indirect, incidental, special, consequential, punitive, or similar damages, including but not limited to lost profits, lost revenues, or any other losses. These limitations of liability apply irrespective of the legal basis for the claim, whether in contract, negligence, strict liability, tort, or otherwise and even if Hermessi or its Clients were advised of the potential for such damages.
If You assert damages related to Your Portal that are not excluded by the aforementioned, Hermessi ’s liability (and that of its agents, licensors, Clients, or service providers) for such damages shall not exceed the total amount paid by You to Hermessi or its Clients for the use of Your Portal under these T&Cs during the twelve (12) months preceding the event giving rise to the claim. Hermessi 's limitation of liability is cumulative, with all expenditures aggregated to determine satisfaction of the limit. You hereby release Hermessi and its Clients from any obligations, liabilities, claims, or demands exceeding this limitation. The Parties acknowledge that the inclusion of this limitation was a material consideration in entering into this Agreement.
10. Indemnification
You undertake to indemnify, defend, and hold harmless Hermessi, its agents, licensors, Clients, and service providers, as well as their respective affiliates and subsidiaries, and their past and present officers, directors, employees, representatives, agents, successors, and assigns, from and against any and all claims, actions, demands, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from: (1) Your breach of any provision of these T&Cs, including any warranties provided herein; (2) Your negligence or intentional misconduct; (3) The transmission of any viruses, trojan horses, or other harmful bugs or programs; or (4) Any other actions resulting from Your use of Your Portal, including actions by Your employees, agents, or any individual using Your usernames or passwords.
With regard to any user content posted on Your Portal, You agree, without limiting the foregoing, to indemnify and hold Hermessi and its Clients harmless from any costs or expenses incurred by Hermessi due to privacy, data transfer, and applicable data protection laws. In relation to any unauthorized access to or use of any Portal or any inaccuracies, errors, or omissions contained therein, You hereby release and discharge Hermessi and its Clients from all known or unknown claims, demands, and causes of action.
11. Modification and Termination
11.1Material Breach
In case of a significant breach of these Terms and Conditions (T&Cs) by either Party, termination is permissible. The terminating Party must provide written notice specifying the breach to the defaulting Party. Subsequently, the defaulting Party is granted a thirty (30) day period to rectify the breach after receiving the notice. Failure to address the breach within this timeframe will lead to immediate termination of the Agreement at the end of the thirty-day period, without further notice or demand.
11.2 Ceasing Operations:
Hermessi and its Clients shall not have any ongoing obligation to provide the PORTAL; thus, Hermessi may cease to operate the PORTAL at any time and for any reason. Without limiting the foregoing, Hermessi and its Clients may cease to provide Your Portal in the event of: (i) any dispute or termination of Hermessi's relationship with You or its Client’s relationship with You; (ii) any dispute concerning ownership or control of Your Portal account; (iii) use of Your Portal account in a manner that Hermessi, in its sole discretion, considers improper or unacceptable, or (iv) any violation by You of the terms of these T&Cs. Hermessi reserves the right to limit the period of time during which Your Portal Content is available on Your Portal. Your Portal should not be viewed as Your backup, archival, or storage service with respect to any User Content or Hermessi Content.
11.3 Return of Software and Documentation:
Within 30 days of termination for any reason, You shall return to Hermessi, or destroy all copies of, any Hermessi Technology, Content, or confidential information residing on Your computers or in printed forms, that are in Your possession or control and, if requested by Hermessi, shall certify the return or destruction of the same in writing within five (5) days of such a request.
11.4 Insolvency
In the event of insolvency or any of the following occurrences: making a general assignment for the benefit of creditors, filing a voluntary petition of bankruptcy, appointment of a receiver for its business or assets, or becoming subject to any proceeding under any bankruptcy or insolvency law, either Party reserves the right to terminate this Agreement immediately with written notice to the other Party. The Party initiating termination shall consider the other Party in default of the Agreement.
15. Independent Contractor Clause:
In executing and fulfilling this Agreement, the Parties are acknowledged and shall consistently operate as independent contractors. Nothing within this Agreement shall be interpreted or implied to establish an agency, partnership, or employer-employee relationship between the Parties herein. Neither Party shall undertake commitments or expenses on behalf of the other Party at any time. This Agreement expressly disclaims the creation of a partnership, joint venture, agency, or employment relationship, and does not confer any franchise rights under the law. It is important to note that this Agreement does not guarantee or imply that Hermessi or its clients will procure any goods, products, or services from You.
16. Entire Agreement Clause
These Terms and Conditions (T&Cs) constitute the complete and exclusive agreement between the Parties concerning the subject matter herein and replace any previous agreements and understandings regarding the same. They do not modify any terms of other agreements unrelated to this subject matter, such as the Master Service Agreement between Hermessi and its Clients, which remains in force for governing their relationship. This Agreement, along with any associated exhibits, schedules, attachments, and appendices, represents the entirety of the agreement between the parties concerning the subject matter herein, supplanting all prior and contemporaneous agreements, both written and oral.
17. Severability
If any provision of this Agreement is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity, legality, or enforceability of any other provision of this Agreement or in any other jurisdiction. In the event of such invalidity, illegality, or unenforceability, the parties shall engage in good faith negotiations to amend this Agreement to reflect the original intent of the parties as closely as possible, ensuring that the transactions contemplated herein are carried out as originally intended to the fullest extent permitted by law. Should any portion or provision of these Terms and Conditions be found to contravene applicable laws, rules, or regulations, such legal invalidity shall not nullify the entirety of these Terms and Conditions, nor shall it impact the remaining terms and provisions. These Terms and Conditions shall be construed and interpreted in a manner consistent with all such laws, rules, or regulations to the fullest extent permissible.
18. Force Majeure
Neither party shall be held liable or considered to have breached this Agreement due to any failure or delay in fulfilling or performing any term herein (excluding any payment obligations of Account to Hermessi ) if such failure or delay is caused by acts beyond the impacted party's ("Impacted Party") control, constituting force majeure events ("Force Majeure Event(s)"). These events may include, but are not limited to: (a) acts of God; (b) natural disasters such as floods, fires, earthquakes, epidemics, or explosions; (c) war, invasion, hostilities, terrorist threats or acts, riots, or civil unrest; (d) government orders, laws, or actions; (e) embargoes or blockades; (f) national or regional emergencies; (g) labor disputes, strikes, or other industrial disturbances; and (h) telecommunication breakdowns, power outages, or shortages.
The Impacted Party must provide notice to the other party within ten (10) days of the Force Majeure Event, specifying the expected duration of the occurrence. Diligent efforts shall be made by the Impacted Party to mitigate the effects of the Force Majeure Event and resume the performance of its obligations as soon as reasonably practicable after the cause is removed.
Hermessi shall not be held liable for any delay or failure in performance attributable, in whole or in part, to force majeure events. These events include, but are not limited to, circumstances beyond Hermessi 's control such as war (whether declared or not), sabotage, insurrection, riots, or other acts of civil disobedience, actions of public enemies, governmental laws or regulations, judicial actions, accidents, natural disasters, shortages of labor, fuel, raw materials, machinery, or technical failures.
19. Dispute Resolution
Any dispute arising from or relating to this Agreement (each, a "Dispute") shall be resolved in accordance with the provisions. Upon the occurrence of a Dispute, a party shall issue a written notice to the other party notifying them of the Dispute (referred to as a "Dispute Notice"). Initially, the parties shall make good faith efforts to resolve the Dispute through negotiation and consultation, including no fewer than two (2) negotiation sessions attended by executives from each party. Should the Dispute remain unresolved through informal means within thirty (30) days after the delivery of the Dispute Notice, either party may commence mediation through Arbitration Services of Dallas, Inc. located in Texas.
Upon initiating mediation, the parties shall jointly submit a written request for mediation to Arbitration Services of Dallas, Inc., outlining the nature of the Dispute and the desired relief sought. The parties shall cooperate with Arbitration Services of Dallas, Inc. and each other in selecting a neutral mediator and scheduling the mediation proceedings. Both parties agree to equally share the mediator's fees and expenses. Should the parties fail to resolve the Dispute for any reason, including a refusal to engage in mediation or accept any proposed settlement, within ninety (90) days of the Dispute Notice, either party may file a lawsuit in the federal courts of the United States of America or the courts of the State of Texas, both situated in Dallas. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any such legal action, proceeding, or dispute.
Furthermore, each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising from or relating to this Agreement. In the event of a dispute arising from these T&Cs, the parties are obligated to engage in good-faith discussions and attempt to amicably resolve all issues. Should a dispute persist, the aggrieved party must provide written notice to the other party specifying the dispute and demanding resolution under these T&Cs. If the dispute remains unresolved thirty (30) days after the Notice of Dispute is provided, the aggrieved party may escalate the matter to the courts for resolution in accordance with the preceding section.
20. Waiver Clause
Any waiver of these T&Cs, in whole or in part, must be executed through a written instrument by the Party against whom such waiver is sought to be enforced. Such waiver shall not be effective unless explicitly documented in writing and duly signed by the waiving party. Unless expressly provided otherwise in this Agreement, the failure to exercise or delay in exercising any right, remedy, power, or privilege arising from this Agreement shall not constitute a waiver thereof. Moreover, any single or partial exercise of any right, remedy, power, or privilege under this Agreement shall not preclude any further exercise thereof or the exercise of any other right, remedy, power, or privilege.
21. Assignment Provision
Account shall not transfer any of its rights or obligations under this Agreement without the prior written consent of Hermessi. Any attempted assignment or delegation in contravention of this provision shall be deemed null and void. Furthermore, any assignment or delegation does not release Account from its obligations under this Agreement.
Hermessi reserves the right to assign these T&Cs and its associated rights and obligations at its sole discretion. You are prohibited from assigning these T&Cs or any rights or obligations hereunder without the prior written consent of Hermessi. Notably, any change in control of Your business or a substantial sale of Your business’s assets requires Hermessi ’s prior written approval. Prompt notice must be provided to Hermessi following any change in control. The term “change in control” herein pertains to a transaction or series of related transactions where fifty percent (50%) or more of Your voting shares/ownership or the voting shares/ownership of Your direct or indirect parent are transferred to any individual or group of affiliated entities.
22. Successors and Assigns
This Agreement is legally binding and confers benefits upon the parties involved and their authorized successors and assigns.
These Terms and Conditions, along with any explicit or implicit provisions, serve solely for the advantage of the parties to these Terms and Conditions and their designated successors and assigns. No other individual or entity shall be considered a third-party beneficiary of these Terms and Conditions. However, it is acknowledged that Hermessi 's clients possess the authority to enforce the terms of these Terms and Conditions insofar as it relates to safeguarding confidential information or other proprietary rights.
23. Applicable Law and Venue
These Terms and Conditions are governed by and interpreted in accordance with the laws of Dallas, Texas, disregarding any conflicts of law principles. Any legal action related to these Terms and Conditions must be filed in the courts of Dallas, Texas, and both parties involved consent unconditionally to the jurisdiction of these courts.
All matters pertaining to or arising from this Agreement are subject to and construed under the internal laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule from any jurisdiction other than the State of Texas.