8.1 The laws of the State of New York shall govern the validity of these Terms without regard to conflicts of law principles. The parties hereby irrevocably agree that any suit, action, or other legal proceeding arising out of these Terms shall be brought exclusively in any state court located in New York County, New York or in the US Federal Court for the Southern District of New York, which is the location and the venue where these Terms and each Introduction request are deemed made by the parties.
8.2 In the event of a dispute under these Terms, the prevailing party shall be entitled to recover its reasonable legal fees and expenses from the unsuccessful party. In the event of a settlement of such a dispute, each party shall pay its own legal fees and expenses, unless the settlement agreement provides otherwise. If SPL must proceed with the collection of the Introduction Fee, it shall be entitled to recover all the costs of collection including, but not limited to, collection company fees, reasonable attorneys’ fees, and costs whether or not litigation is commenced.
8.3 The relationship of the parties to each other is that of independent contractors. Neither party shall be deemed to be the legal representative of the other unless the Client has specifically requested that SPL make an offer to a Candidate on its behalf.
8.4 These Terms may be executed by signature or by other electronic means, such as electronic signature in one or more counterparts by the parties which, taken together, shall constitute one binding agreement. Notwithstanding any failure by the Client for electronic acceptance, these Terms are binding upon the Client by its actions when accepting a Resume from SPL.
8.5 No variation may be made to these terms and conditions without the written agreement of both parties.
8.6 The terms and conditions under these Terms supersede any other previous terms of business or any other terms between the parties hereto.
8.7 Either party may terminate these Terms at any time upon written notice to the other party. Client shall remain liable to SPL for all Introduction Fees and expenses due under these Terms for any Candidate Referred prior to termination. All other provisions of these Terms that by their terms extend beyond the termination of these Terms shall survive such termination and remain in full force and effect. The provisions of these Terms shall continue to apply to any Candidates provided by SPL to the Client and accepted by the Client after termination of these Terms.
8.8 If any provision of these Terms is deemed invalid or unenforceable under applicable laws, it shall be considered severed from the remaining terms and conditions which shall stand as binding and in full force and effect.
8.9 The individuals whose signatures appear below represent that they have the full power and authority to enter into an agreement and bind these Terms to the party they purport to represent.