Effective as of September 1st, 2021, we extend a warm welcome to iComprepos, LLC! Please take a moment to familiarize yourself with the guidelines and limitations that govern your use of our website(s), products, services, and applications (collectively referred to as the “Services”). Should you have any inquiries, feedback, or concerns regarding these terms or the Services, please reach out to us at the following contact points:
Email: [email protected]
Phone: +1 (615) 266-6216
Address: One Nashville Place Tower, 150 4th Ave N, Nashville, TN 37219
These Terms of Use (referred to as the “Terms”) constitute a legally binding agreement between you and iComprepos, LLC, LLC (“iComprepos, LLC,” “we,” and “us”). Your utilization of the Services in any capacity signifies your acceptance of all these Terms, and they will remain in effect for the duration of your use of the Services. These Terms encompass the provisions outlined in this document as well as those in the Privacy Policy. We strongly urge you to carefully review these Terms, as they contain crucial information about the Services provided to you. Furthermore, these Terms also detail future amendments, limitations of liability, a class action waiver, and the resolution of disputes through arbitration rather than in court. PLEASE BE AWARE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE GOVERNED BY THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT UTILIZE OR ACCESS THE SERVICES IN ANY MANNER. ARBITRATION NOTICE AND CLASS ACTION WAIVER: WITH THE EXCEPTION OF CERTAIN TYPES OF DISPUTES AS DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU CONSENT TO THE RESOLUTION OF DISPUTES BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION, AND YOU FORGO YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Connecting Car Sellers and Bidders
iComprepos, LLC serves as the intermediary between car sellers and potential buyers, connecting the two parties. It is important to note that the actual sales contract for each car listed on our platform is directly between iComprepos, LLC and the winning bidder. In these Terms, the term “you” refers to any user, regardless of their role as a seller, bidder, registered or unregistered user. However, specific terms only apply to the relevant category of user. iComprepos, LLC takes responsibility for facilitating the connection between sellers and bidders, ensuring that the seller’s car meets a certain standard of quality and that the information provided about the car is accurate and up-to-date. Sellers are expected to make reasonable efforts to complete the sale of their car if there is a winning bid. Likewise, bidders acknowledge that if they win an auction through our services, their bid is binding and they are responsible for paying for the vehicle. It is important to note that any personal information provided by users is subject to applicable data privacy laws, and this Privacy Policy does not cover the practices of third-party companies or individuals.
Will these Terms ever change?
We are constantly striving to enhance our Services, which may necessitate changes to these Terms. We retain the right to modify the Terms at any given time. However, in the event of any modifications, we will provide a notice on our website, send you an email, or employ other means of notification. If you do not agree with the updated Terms, you have the option to reject them. Unfortunately, this would result in your inability to continue using the Services. By utilizing the Services following the implementation of any changes to the Terms, you indicate your acceptance of all the modifications. Unless explicitly stated otherwise in writing and signed by both parties, no other alterations or amendments to these Terms will be valid.
What about my privacy?
iComprepos, LLC places a high priority on safeguarding the privacy of its users. This commitment is reflected in the current iComprepos, LLC Privacy Policy. In accordance with the Children’s Online Privacy Protection Act (COPPA), online service providers are required to obtain parental consent before knowingly collecting personally identifiable information from children under the age of thirteen (13). We do not knowingly collect or request personally identifiable information from children under the age of thirteen (13). If you are under the age of thirteen (13), we kindly request that you refrain from attempting to register for or utilize our Services, as well as refrain from providing us with any personal information. In the event that we discover we have unintentionally collected personal information from a child under the age of thirteen (13), we will promptly delete that information. If you suspect that a child under the age of thirteen (13) may have provided us with personal information, please contact us at [email protected].
What are the basics of using iComprepos, LLC?
You will be required to create an account by signing up, choosing a password and username (referred to as “iComprepos, LLC User ID”), and providing us with certain information, such as your contact details. It is important that you provide us with accurate, complete, and up-to-date registration information about yourself. Please note that you cannot select a iComprepos, LLC User ID that you do not have the right to use, or use another person’s name with the intention of impersonating them. Transferring your account to someone else without our prior written permission is also not allowed. By agreeing to these Terms, you confirm that you are of legal age to enter into a binding contract. If you are not of legal age, you must have obtained permission from your parent or guardian to use the Services and they must have agreed to these Terms on your behalf. If you are agreeing to these Terms on behalf of an organization or entity, you must be authorized to do so and bind them to these Terms. When using the Services, you may only use them for your own personal use and not on behalf of any third party. It is your responsibility to comply with all applicable laws related to your use of the Services and any actions or omissions that are connected to the Services. If the use of the Services is prohibited by applicable laws, you are not authorized to use them. We cannot and will not be held responsible for any illegal use of the Services by you. You must not share your iComprepos, LLC User ID, account, or password with anyone and it is your responsibility to ensure the security of your iComprepos, LLC User ID, account, password, and any other access tools or credentials. Any activity associated with your iComprepos, LLC User ID and account is your responsibility.
What about messaging?
As a part of our Services, you will have the opportunity to receive various communications, including messages sent by iComprepos, LLC (such as via email). Upon signing up for our Services, you will receive a warm welcome message along with instructions on how to opt out of specific marketing messages.
Are there restrictions in how I can use the Services?
You acknowledge, affirm, and consent that you shall not contribute any Content or User Submission (each of those terms is defined below) or engage with the Services or interact with the Services in a manner that: (a) infringes or violates the intellectual property rights or any other rights of any other individual (including iComprepos, LLC); (b) contravenes any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by iComprepos, LLC; (c) poses a risk, is harmful, deceitful, fraudulent, threatening, harassing, defamatory, obscene, or otherwise objectionable (including, without limitation, by creating multiple accounts for the purpose of cheating or manipulating the bidding system); (d) endangers the security of your iComprepos, LLC User ID, account, or that of any other individual (such as allowing someone else to access the Services using your credentials); (e) attempts, in any manner, to obtain the password, account, or other security information from any other user; (f) violates the security of any computer network, or bypasses any passwords or security encryption codes; (g) operates Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise disrupt the proper functioning of the Services (including by placing an unreasonable burden on the Services’ infrastructure); (h) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content any attempt to copy, store, decompile, reverse engineer, or obtain the source code or underlying ideas or information of the Services is strictly prohibited. Violation of these terms may result in the termination of your access to the Services. When it comes to information obtained from other users, you are only allowed to collect the necessary information to complete your diligence and the auction transaction. After the auction concludes, you must destroy all user information and refrain from any further use of it. It is important to handle and transmit user information in accordance with all applicable laws.
What are my rights in the Services?
The Content available on or through the Services, such as text, graphics, data, articles, photos, images, illustrations, and User Submissions, is protected by copyright and other intellectual property laws. By accessing the Services, you agree to comply with all copyright notices, trademark rules, information, and restrictions contained in the Content. You are not allowed to use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or exploit any Content that is not owned by you without the prior consent of the owner or in a way that infringes on someone else’s rights, including iComprepos, LLC.
Under these Terms, each user of the Services is granted a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use the Content solely for the purpose of using the Services. Any use, reproduction, modification, distribution, or storage of the Content for any other purpose without prior written permission from us is strictly prohibited.
Please note that iComprepos, LLC owns the Services, and you are not allowed to modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or exploit any of the Services. Even if the Services allow you to copy or download certain Content, all the restrictions mentioned in this section still apply.
Regarding any contributions you make to the Services, you may be required to grant licenses to iComprepos, LLC or other users.
User Submissions
All content that you post, upload, share, store, or provide through our Services is considered your “User Submission”. Some of these User Submissions may be visible to other users. It is your sole responsibility to ensure that any User Submissions you contribute to the Services are accurate, complete, up-to-date, and in compliance with all applicable laws, rules, and regulations. You agree not to post, upload, share, store, or provide any User Submissions through the Services that: (i) infringe on any third party’s copyrights or other rights (such as trademark or privacy rights); (ii) contain sexually explicit content or pornography; (iii) contain content that is hateful, defamatory, or discriminatory, or incites hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other questionable money-making ventures; or (viii) violate any laws.
Licenses
To showcase your User Submissions on our platform and enable other users to enjoy them, you provide us with certain rights regarding those User Submissions. It is important to note that these licenses are subject to our Privacy Policy, particularly when they pertain to User Submissions that contain your personally-identifiable information. By submitting User Submissions through our platform, you hereby grant iComprepos, LLC a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable, and transferable license. This license allows us to use, edit, modify, truncate, aggregate, reproduce, distribute, create derivative works of, display, perform, and fully exploit the User Submissions in connection with our site, the Services, and our businesses (including our successors’ and assigns’). This includes promoting and redistributing part or all of our site or the Services (and derivative works) through any media formats and channels, including third-party websites and feeds. This license remains in effect even after you terminate your account or the Services. Additionally, you also grant each user of our site and/or the Services a non-exclusive, perpetual license to access your User Submissions and use, edit, modify, reproduce, distribute, create derivative works of, display, and perform such User Submissions. This license also remains valid after your termination of your account or the Services. It is important to clarify that the license granted to us and our users does not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses, unless otherwise agreed in writing. You affirm and guarantee that you possess all the necessary rights to grant us these licenses, without infringing upon or violating the rights of any third party, including but not limited to privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. Additionally, you comprehend and consent that iComprepos, LLC may need to modify your User Submissions in order to conform and adapt them to the technical specifications of connection networks, devices, services, or media while providing the Services to our users, and the aforementioned licenses encompass the rights to do so.
What if I see something on the Services that infringes my copyright?
In compliance with the Digital Millennium Copyright Act (DMCA), we have implemented the following policy regarding copyright infringement. We retain the right to (1) block access to or remove content that we believe, in good faith, to be copyrighted material that has been unlawfully copied and distributed by any of our advertisers, affiliates, content providers, members, or users, and (2) terminate service for repeat offenders. To report a copyright infringement, please send a notice to our designated agent at iComprepos, LLC. The notice should include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted works or materials being infringed; (c) specific details about the location of the infringing materials that the copyright owner wants removed; (d) contact information of the notifier, including address, telephone number, and email address if available; (e) a statement confirming that the notifier has a good faith belief that the use of the material is not authorized by the copyright owner or the law. A declaration stating that the notifier holds a sincere belief that the material specified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and (f) A sworn statement affirming that the provided information is accurate and that the notifying party is authorized to file the complaint on behalf of the copyright owner. (2) Upon receiving a valid and genuine notification of copyright infringement, we retain the right to: (a) remove or disable access to the infringing material; (b) inform the content provider accused of infringement that we have taken down or disabled access to the relevant material; and (c) revoke the content provider’s access to the Services if they are a repeat offender. (3) Process for submitting a Counter-Notice to the Designated Agent. If the content provider believes that the material which was taken down (or for which access was disabled) is not infringing, or if the content provider believes that they have the right to post and use such material from the copyright owner, the copyright owner’s agent, or as permitted by law, the content provider can send a counter-notice to the Designated Agent. The counter-notice should include the following information: (a) a physical or electronic signature of the content provider, (b) identification of the material that was removed or disabled and the location where it was originally found, (c) a statement that the content provider has a genuine belief that the material was removed or disabled due to a mistake or misidentification, and (d) the content provider’s name, address, telephone number, and, if available, email address. Additionally, the counter-notice should state that the content provider consents to the jurisdiction of the Federal Court in the district where their address is located, or if their address is outside the United States, in any district where the Company is located. The counter-notice should also state that the content provider will accept service of process from the person who notified the alleged infringement. If the Designated Agent receives a counter-notice, it will be taken into consideration, The Company reserves the right to send a duplicate of the counter-notice to the original complainant, notifying them that the Company may either reinstate the removed material or stop disabling it within a period of 10 business days. Unless the copyright owner takes legal action against the content provider accused of infringement, the removed material may be reinstated or access to it may be restored within a timeframe of 10 to 14 business days or longer, at the discretion of the Company. For further assistance, please reach out to iComprepos, LLC Designated Agent at the following address: iComprepos, LLC
Address: One Nashville Place Tower, 150 4th Ave N, Nashville, TN 37219
Who is responsible for what I see and do on the Services?
The person who originally posted or transmitted any information or content through the Services is solely responsible for it. When accessing such information or content, you do so at your own risk. We are not liable for any errors, omissions, damages, or loss that may occur in connection with that information or content. We have no control over how you interpret or use the content, nor do we have any obligation to take action based on your exposure to it. By using the Services, you release us from any liability related to the acquisition or non-acquisition of content. We cannot guarantee the identity of other users you interact with on the Services, and we are not responsible for which users gain access to the Services. You are responsible for any content you contribute to the Services, and you represent and warrant that you have the necessary rights to do so. The Services may include links or connections to third-party websites or services that are not owned or controlled by iComprepos, LLC. When accessing third-party websites or utilizing third-party services, it is important to acknowledge and accept the associated risks. iComprepos, LLC cannot be held responsible for these risks. We have no control over the content, accuracy, privacy policies, or practices of any third-party websites or the opinions expressed by any third party you interact with through our services. Furthermore, we are unable to monitor, verify, censor, or edit the content of any third-party site or service. We strongly advise you to exercise caution when leaving our services and to carefully review the terms and conditions as well as the privacy policy of each third-party website or service you visit or use. By using our services, you release us from any liability that may arise from your use of any third-party website or service. In the event of a dispute between participants on our site or services, or between users and any third party, we are not obligated to intervene. If you have a dispute with other users, you release iComprepos, LLC, along with its directors, officers, employees, agents, and successors, from any claims, demands, and damages of any kind, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, related to such disputes and/or our services. You hereby waive Civil Code Section 1542 or any similar law of any jurisdiction, which states that a general release does not extend to claims that the releasing party is unaware of and would have materially affected their settlement if known.
Will ever change the Services?
Our Services are constantly being enhanced to ensure continuous improvement. As a result, there may be changes made to them over time. We have the ability to suspend or terminate any aspect of the Services, as well as introduce new features or impose limitations on specific features or restrict access to certain parts or the entirety of the Services. We retain the right to remove any Content from the Services at any given time, without prior notice, if it is alleged that you have contributed such Content in violation of our Terms. This decision will be made solely at our discretion.
Do the Services cost anything?
It is possible to register for the Services without any charge, but there are certain features of the Services that may require payment of fees. By choosing to utilize these paid features, you are agreeing to the Fees Terms outlined below, which may be modified periodically. We retain the right to introduce fees for specific or all Services in the future. Prior to implementing any fees for the Services you are currently utilizing, we will provide you with advance notice. If you wish to continue using these Services, you will be required to pay all relevant fees associated with them. In the event that you are the successful bidder for a car listed on the Services, you must pay the winning bid amount indicated on the Services once the auction has concluded. All payments made by the buyer are fully refundable.
Seller Payments
Seller is required to furnish iComprepos, LLC with necessary information within a period of ninety (90) days following the conclusion of an auction. This information is essential for iComprepos, LLC to facilitate any payments owed to the Seller through the Services. The required information includes bank account details and a current IRS Form W-9. Failure on the part of the Seller to adhere to this requirement will result in iComprepos, LLC being released from any payment obligations owed to the Seller, and the Seller waives their right to such payments.
What if I want to stop using the Services?
You have the freedom to contact us at [email protected] at any time to carry out the action mentioned. It is important to refer to our Privacy Policy and the licenses provided above in order to understand how we handle the information you provide to us after you stop using our Services. iComprepos, LLC reserves the right to terminate or suspend your use of the Services or your account at our discretion, for any reason, including if you violate these Terms. It is solely up to iComprepos, LLC to determine whether you have violated any of the restrictions outlined in these Terms. For instance, a Bidder cannot enforce these Terms against a Seller if they believe the Seller is in breach of these Terms. If your account is terminated, any associated Content may be destroyed, so please consider this before deciding to terminate your account. If you have mistakenly deleted your account, please contact us immediately at [email protected]. While we will make an effort to assist you, we cannot guarantee that we will be able to recover or restore any data. Provisions that are inherently meant to survive the termination of these Terms will continue to be in effect. For example, obligations to pay us or indemnify us, limitations on our liability, terms regarding ownership of intellectual property rights, and terms regarding disputes between us, including the arbitration agreement, will all continue to be valid even after termination.
What else do I need to know?
The iComprepos, LLC Parties, which include iComprepos, LLC, its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, as well as their respective officers, directors, members, employees, consultants, contract employees, representatives, and agents, along with their successors and assigns, do not provide any guarantees or warranties regarding the Services. This includes any Content accessed through the Services. The iComprepos, LLC Parties will not be held responsible or liable for the accuracy, copyright compliance, legality, or decency of any material accessed through the Services. They will also not be liable for any claims, actions, suits, procedures, costs, expenses, damages, or liabilities arising from your use of the Services or your participation in them. The iComprepos, LLC Parties do not make any representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services, including Seller Cars. Any services or products purchased or offered through the Services, regardless of whether you followed the recommendations or suggestions, are provided on an “AS-IS” basis without any warranty from the iComprepos, LLC Parties or any other party, unless expressly and unambiguously provided in writing by a designated third party for a specific product.
iComprepos, LLC (along with its licensors and suppliers) provides the services and content on an “as-is” basis, without any warranties, whether express or implied. This includes, but is not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free use of the services. iComprepos, LLC (I) does not make any representations or warranties regarding any car advertised or offered by a seller through the service (or any hyperlinked website or service), and (II) will not be involved in or monitor any transaction between you and a bidder or other third-party provider. Please note that some states may not allow limitations on the duration of implied warranties, so the above limitations may not apply to you.
In terms of liability, to the fullest extent permitted by applicable law, under no circumstances and under no legal theory (including, but not limited to, tort, contract, strict liability, or otherwise) shall any of the iComprepos, LLC parties be liable to you or any other person for (A) any indirect, special, incidental, punitive, or consequential damages, such as lost profits, business interruption, loss of data, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction, (B) any substitute goods, services, or technology, (C) any amount exceeding the greater of one hundred ($100) dollars or the amounts paid and/or payable by you to iComprepos, LLC in connection with the services in the twelve (12) month period preceding the applicable claim, or (D) any matter beyond our reasonable control. Please be aware that some states may not allow the exclusion or limitation of incidental, consequential, or certain other damages, so the above limitation and exclusions may not apply to you.
Indemnification. You hereby agree to indemnify and hold the iComprepos, LLC Parties harmless from any and all claims, liabilities, damages (both actual and consequential), losses, and expenses (including attorneys’ fees) that may arise from or be in any way connected to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, lawsuit, or legal action (“Claim”), we will make every effort to notify you using the contact information associated with your account (provided that failure to deliver such notice shall not release or reduce your indemnification obligations as stated herein). Assignment. You are not permitted to assign, delegate, or transfer these Terms, your rights, or obligations hereunder, or your Services account, in any manner (whether by operation of law or otherwise) without obtaining prior written consent from iComprepos, LLC. However, we reserve the right to transfer, assign, or delegate these Terms, as well as our rights and obligations, without requiring consent. Choice of Law. These Terms are governed by and will be interpreted in accordance with the Federal Arbitration Act, applicable federal laws, and the laws of the State, without giving effect to any conflicts of laws provisions. Arbitration Agreement. Please carefully review the following ARBITRATION AGREEMENT as it mandates the arbitration of certain disputes and claims between you and iComprepos, LLC, and limits the ways in which you can seek relief from iComprepos, LLC. Both you and iComprepos, LLC acknowledge and agree that, with respect to any dispute arising from or relating to the subject matter of these Terms, iComprepos, LLC officers, directors, employees, and independent contractors (“Personnel”) are considered third-party beneficiaries of these Terms. By accepting these Terms, you also acknowledge that Personnel have the right (and will be deemed to have accepted such right) to enforce these Terms against you as third-party beneficiaries. (a) Arbitration Rules; Applicability of Arbitration Agreement.
The parties involved are obligated to make their best efforts to resolve any disputes, claims, questions, or disagreements that arise from or are related to the subject matter of these Terms through sincere and honest negotiations. This negotiation process is a prerequisite for either party to initiate arbitration. In the event that these negotiations fail to reach a resolution, the dispute will be ultimately settled through binding arbitration. The arbitration proceedings will be conducted in English, following the JAMS Streamlined Arbitration Rules and Procedures (referred to as the “Rules”) that are currently in effect. The arbitrator, who must possess significant experience in resolving intellectual property and commercial contract disputes, will be selected from the appropriate list of JAMS arbitrators in accordance with the aforementioned Rules. The award rendered by the arbitrator can be enforced in any court that holds jurisdiction. Additionally, the payment of all arbitration fees will be governed by the Rules. iComprepos, LLC will cover all arbitration fees for claims that amount to less than seventy-five thousand ($100,000) dollars. iComprepos, LLC will not seek reimbursement for its attorneys’ fees and costs in arbitration unless the arbitrator deems your claim to be frivolous. In cases that qualify, either you or iComprepos, LLC may assert claims in small claims court within the United States county where you reside or work. Despite the obligation to arbitrate disputes, each party retains the right to seek injunctive or other equitable relief from any court that holds jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of copyrights, trademarks, trade secrets, patents, or other intellectual property rights. By agreeing to these Terms, you and iComprepos, LLC are waiving any constitutional and statutory rights to have a trial in front of a judge or jury. Instead, you have chosen to resolve claims and disputes through arbitration.
Arbitration procedures are generally more limited, efficient, and cost-effective compared to court rules, and they are subject to minimal court review. In any legal dispute between you and iComprepos, LLC regarding the enforcement or nullification of an arbitration award, both parties waive their right to a jury trial and instead choose to have the matter resolved by a judge. Additionally, all claims and disputes covered by this arbitration agreement must be resolved on an individual basis, and class or consolidated actions involving multiple customers or users are not permitted. However, if the waiver of class or consolidated actions is deemed unenforceable, both you and iComprepos, LLC will have the right to resolve the claims and disputes in court. You have the option to opt out of this arbitration agreement by sending a written notice within thirty (30) days of accepting these Terms. The notice should include your name, address, email address and/or telephone number associated with your account, and a clear statement expressing your decision to opt out. If you choose to opt out, and in situations where the arbitration agreement allows litigation in court, both parties agree that any judicial proceeding (excluding small claims actions) will take place in the state or federal courts located in the respective county or federal district. If any part of this agreement is found to be invalid or unenforceable, it will not affect the validity or enforceability of the remaining provisions.
You are responsible for the payment, withholding, filing, and reporting of all taxes, duties, and other governmental assessments related to your activities in connection with the Services. However, the iComprepos, LLC may, at its sole discretion, choose to handle any of these tasks on your behalf or for itself. The failure of either party to exercise any right stated in these Terms does not waive any further rights. If any provision of these Terms is deemed unenforceable or invalid, it will be limited or removed to the minimum extent necessary, while the remaining Terms will remain in full force and effect. These Terms represent the complete and exclusive agreement between you and iComprepos, LLC, superseding all previous written and oral agreements, communications, and understandings regarding the subject matter. You acknowledge and agree that you are not an employee, agent, partner, or joint venture of iComprepos, LLC, and you do not have the authority to bind iComprepos, LLC in any way. Except for the arbitration agreement, there are no intended third-party beneficiaries under these Terms.