Terms of Service

Last Updated: June 5, 2026

Please read these Terms of Service (the “Agreement”) carefully. Your use of the Site (as defined below) constitutes your consent to this Agreement.

This Agreement is between you and ARQ Ventures of Oregon LLC (dba ARQ Roofing) (“Company” or “we” or “us”) concerning your use of (including any access to) the ARQ Roofing website (together with any materials and services available therein, and successor site(s) thereto, the “Site”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Company through the Site, or otherwise made available to you by Company. This Agreement governs your use of the Site only; any roofing or related services that Company performs are governed by a separate written agreement, as described in Section 19.

By using the Site, you affirm that you are of legal age to enter into this Agreement.

If you are an individual accessing or using the Site on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Site and to any such Organization.

This Agreement contains a binding individual arbitration provision and a class-action waiver that, as further set forth in Section 24 below, affect your legal rights. Unless you opt out as described in Section 24, you and Company agree to resolve disputes through individual arbitration rather than in court, and waive the right to a jury trial and to participate in class or representative actions. Section 17 also explains that any estimate generated through the Site is a non-binding approximation, not a guaranteed price or contract.

1. Changes

We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Site following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links) or offer opportunities to some or all Site users. To the fullest extent permitted by law, Company may also refuse service, decline or cancel any request, and restrict, suspend or terminate any person’s access to the Site, at any time and for any lawful reason, with or without notice and without liability.

2. Information Submitted Through the Site

Your submission of information through the Site is governed by Company’s Privacy Policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Site is and will remain accurate and complete, and that you will maintain and update such information as needed.

3. Jurisdictional Issues

The Site is controlled or operated (or both) from the United States, and is not intended to subject Company to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

4. Rules of Conduct

In connection with the Site, you must not:

Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
Post, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
Use the Site for any purpose that is fraudulent or otherwise tortious or unlawful.
Harvest or collect information about users of the Site.
Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure or policy of such servers or networks.
Restrict or inhibit any other person from using the Site.
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein, without Company’s express prior written consent.
Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
Remove any copyright, trademark or other proprietary rights notice from the Site.
Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without Company’s express prior written consent.
Systematically download and store Site content.
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without Company’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, Company grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Company reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Site.

5. Products and Services

The Site may make available listings, descriptions and images of goods and services (collectively, “Products”), as well as references and links to Products, for general informational purposes. The availability through the Site of any listing, description or image of a Product does not imply our endorsement of, or affiliation with the provider of, such Product. We make no representations as to the completeness, accuracy, reliability, validity or timeliness of such listings, descriptions or images (including any features, specifications or prices contained therein), and such information is subject to change at any time without notice. Images and colors are approximate and may not match actual appearance. Any roofing or related services offered by Company are described further in, and governed by, Sections 17 through 19 and a separate written agreement.

6. Your Rights to Use the Site; Our Proprietary Rights

Subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the Site, you may view one (1) copy of any portion of the Site to which we provide you access under this Agreement, on any single device, solely for your personal, non-commercial use.

We and our suppliers own the Site, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include ARQ Roofing and any associated logos. All trade names, trademarks, service marks and logos on the Site not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner. All rights not expressly granted to you in this Agreement are reserved by Company and its suppliers.

Feedback. If you voluntarily send us any ideas, proposals, suggestions, reviews, testimonials or other feedback regarding the Site or our services (collectively, “Feedback”), you agree that such Feedback is non-confidential and non-proprietary, that we may use, reproduce, display and share it without restriction and without compensation to you, and that you grant us a non-exclusive, royalty-free, perpetual license to do so (including using a review or testimonial in our marketing). We will not publish your full name, street address or other contact information in connection with such Feedback without your consent, except as permitted by our Privacy Policy.

7. Third Party Materials; Links

Certain Site functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Site at any time. In addition, the availability of any Third Party Materials through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

8. Promotions

Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) made available through the Site may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern.

9. Disclaimer of Warranties

To the fullest extent permitted under applicable law: (a) the Site and any Products and Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) Company disclaims all warranties with respect to the Site and any Products and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns. This Section concerns the Site only and does not disclaim or limit any warranty Company expressly provides for roofing services under a separate written agreement.

While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any such alteration, contact us at (971) 444-6654 with a description of such alteration and its location on the Site.

The Site and its content (including any blog, guide, FAQ, estimate, measurement or other materials) are provided for general informational purposes only and do not constitute professional, engineering, legal or other advice. No professional, fiduciary or contractual relationship is formed, and no work is authorized, until you and Company enter into a signed Services Agreement. You assume all risk arising from your use of, or reliance on, the Site and its content. We do not warrant or guarantee any particular result, savings, price, timeline or outcome.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In that case, any such warranties are limited to the maximum extent and shortest duration permitted by applicable law.

10. Messaging Terms & Telephone Consumer Protection Act

By submitting your phone number through our website forms and checking an unchecked consent box, you consent to receive SMS and MMS messages from ARQ Roofing, including appointment reminders, service updates, and promotional messages at the phone number you provided.

Neither ARQ Roofing nor wireless carriers are liable for delayed or undelivered messages. Carriers are not liable for any damages resulting from the SMS program.

The number of text messages you receive will vary based on your interactions with the Company.

Message frequency may vary.

Message and data rates may apply.

Consent to receive text messages is not a condition of purchase.

Reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to opt out.

To rejoin, sign up again.

Reply HELP for assistance or contact us at (971) 444-6654.

We do not share mobile opt-in data, phone numbers, or SMS consent with third parties or affiliates for marketing or promotional purposes.

We comply with the Telephone Consumer Protection Act and applicable laws.

SMS Message Program

By opting in, you are enrolling in the ARQ Roofing Alerts Program. This program is designed to send you communications related to your roofing service inquiries and customer relationship with ARQ Roofing, including:

Appointment confirmations and reminders
Estimates and follow-ups on service requests
Job status and service update notifications
Promotional offers, seasonal discounts, and special announcements

Messages will be sent from ARQ Roofing via SMS/MMS to the phone number you provided at opt-in. Message frequency will vary based on your service activity and interactions with us, but you may receive up to 10 messages per month. Message and data rates may apply. Consent to receive messages is not a condition of any purchase.

To opt out at any time, reply STOP. To get help, reply HELP or contact us at (971) 444-6654.

11. Limitation of Liability

To the fullest extent permitted under applicable law: (a) Company will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, or loss of security of information you submit (including unauthorized interception by third parties of such information), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, Company will not be liable for damages of any kind resulting from your use of or inability to use the Site or from any Products or Third Party Materials, including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Site or any Third Party Materials is to stop using the Site; and (d) the maximum aggregate liability of Company for all damages, losses and causes of action arising out of or relating to the Site or this Agreement, whether in contract, tort (including negligence) or otherwise, shall be the greater of the total amount, if any, paid by you to Company to use the Site, or one hundred U.S. dollars ($100). All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and the Affiliated Entities, and their respective successors and assigns. The foregoing limitations apply regardless of the form or theory of action and even if any limited remedy fails of its essential purpose. This Section concerns the Site only and does not limit liability arising under a separate written agreement for roofing services or any liability that cannot be limited under applicable law.

To the extent permitted by applicable law, any claim or cause of action arising out of or relating to the Site or this Agreement (excluding any claim arising under a Services Agreement, and excluding any claim that by law may not be contractually shortened) must be commenced within one (1) year after the claim or cause of action first accrues; otherwise, it is permanently barred.

Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or certain other damages, so some of the above exclusions and limitations may not apply to you. In such jurisdictions, Company’s liability is limited to the maximum extent permitted by applicable law.

12. Indemnity

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Site (including any content or information you submit through the Site); and (b) any violation or alleged violation of this Agreement by you.

13. Termination

This Agreement is effective until terminated. Company may terminate or suspend your use of the Site at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Site will immediately cease. All provisions of this Agreement that by their nature should survive termination shall survive, including the provisions regarding intellectual property, disclaimers of warranties, limitations of liability, indemnification, dispute resolution, governing law and this Section.

14. Governing Law; Jurisdiction

This Agreement is governed by and shall be construed in accordance with the laws of the State of Oregon, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Subject to Section 24 (Dispute Resolution; Binding Arbitration; Class Action Waiver), you agree to the exclusive jurisdiction of the federal and state courts located in the State of Oregon, U.S.A., and waive any jurisdictional, venue or inconvenient-forum objections to such courts.

15. Filtering

We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Company does not endorse any of the products or services listed on such site.

16. Information or Complaints

If you have a question or complaint regarding the Site, please contact us at (971) 444-6654. Please note that telephone communications will not necessarily be secure; accordingly you should not share credit card information or other sensitive information unless you are confident the communication is secure.

17. Online Estimates and Roof Measurements

Any estimate, price, price range, roof measurement, square-footage figure, material recommendation or similar output generated through the Site (including any “instant,” online or satellite-based estimate) is provided for general informational purposes only. It is a preliminary, non-binding approximation generated using third-party aerial or satellite imagery and automated data, which may be outdated, incomplete or inaccurate. Such output is not an offer, a contract, a guaranteed or final price, or a professional inspection, measurement or assessment of your roof, and you should not rely on it as such. The actual scope of work, materials, roof condition and pricing can only be determined after an on-site inspection, and any work will be priced in, and governed by, a separate written proposal or contract signed by you and Company. Estimates are valid only for the period (if any) stated in a written proposal, are subject to change, and may be revised or withdrawn by Company at any time. Company is not bound by, and assumes no liability for reliance on, any estimate or measurement generated through the Site.

18. Inspections, Appointments, and Property Access

Requesting or scheduling a free inspection, estimate or other appointment through the Site does not create any obligation on Company to perform work and does not, by itself, form a contract for roofing services. By scheduling an appointment, you represent that you are the owner of the property or are authorized to request services for and grant access to it, and you agree to provide safe and lawful access to the property, roof and surrounding areas at the scheduled time. You are responsible for securing pets, vehicles and personal property and for disclosing known hazards. Company may reschedule, postpone or cancel any appointment for any reason, including weather, safety, scheduling or availability. Appointment windows are estimates and may be affected by conditions outside Company’s reasonable control. Services and appointments are available only within Company’s service area, which Company may change at any time.

19. Roofing Services; Separate Contract; Warranties

Any roofing, repair, replacement, installation or related services performed by Company are separate from your use of the Site and are governed solely by a separate written agreement, proposal, work order or contract entered into between you and Company (a “Services Agreement”), together with any applicable manufacturer terms. In the event of any conflict between this Agreement and a Services Agreement with respect to services, the Services Agreement will control. Any references on the Site to warranties (including any workmanship warranty or manufacturer warranty), labor, materials, timelines or pricing are summaries for general information only, are subject to change, and are governed by and subject to the terms, conditions, limitations and exclusions of the applicable Services Agreement and the applicable manufacturer’s written warranty. The Site does not itself create, grant or extend any warranty. Manufacturer warranties are provided by the applicable manufacturer, not by Company, and are subject to the manufacturer’s terms. Company is a licensed Oregon contractor (Oregon CCB# 237288); licensing, bonding and insurance information is provided for transparency and does not by itself constitute a warranty or guarantee of any particular result. You agree that Company may photograph completed projects and use such images, without disclosing your name or street address, for portfolio, marketing and promotional purposes.

20. Consent to Be Contacted

By submitting your contact information through the Site (including any form, estimate request or appointment request), you consent to be contacted by Company and its authorized representatives at the telephone number(s), email address(es) and mailing address you provide, including by telephone call, text/SMS message (as further described in Section 10), email and mail, for purposes related to your inquiry, your appointment and Company’s services. Such consent is not a condition of purchasing any goods or services. Message and data rates may apply. You may opt out of marketing communications at any time as described in Section 10 or by contacting us at (971) 444-6654.

21. Assumption of Risk; Property Condition

You acknowledge that roofs and structures may have pre-existing or latent conditions (including age-related deterioration, prior workmanship performed by others, structural issues, dry rot, mold, water intrusion or code deficiencies) that are not caused by Company and that may not be visible or discoverable during an online estimate or inspection. To the fullest extent permitted by law, Company is not responsible for pre-existing or latent conditions, and any assessment provided through the Site or during an inspection is not a guarantee that all conditions have been identified. This Section does not limit any rights you may have under a Services Agreement or under applicable law.

22. Pricing and Description Errors

Despite our reasonable efforts, the Site may contain typographical errors, inaccuracies or omissions relating to service descriptions, pricing, promotions, offers or availability. Company reserves the right to correct any such errors, inaccuracies or omissions, and to change or update information or to cancel or decline to honor any estimate, request or appointment, at any time and without prior notice (including after a request has been submitted), if any information on the Site or related to a transaction is inaccurate.

23. Force Majeure

Company will not be liable or responsible for any failure or delay in performing, or for any non-performance of, any obligation under this Agreement or otherwise, to the extent caused by events or circumstances beyond Company’s reasonable control, including acts of God, severe or inclement weather, storms, fire, flood, natural disaster, epidemic or pandemic, labor disputes or shortages, material or supply shortages or delays, utility or telecommunications failures, governmental action, or any other force majeure event.

24. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

Informal resolution. Before initiating any arbitration or other proceeding, you agree to first contact us at (971) 444-6654 with a brief description of your dispute and your contact information, and to give us at least sixty (60) days to attempt to resolve the dispute informally and in good faith.

Agreement to arbitrate. Except as set forth below, you and Company agree that any dispute, claim or controversy arising out of or relating to this Agreement or your use of the Site (a “Dispute”) that is not resolved informally will be resolved exclusively through final and binding individual arbitration, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitration will be administered by a nationally recognized arbitration administrator (such as the American Arbitration Association) under its applicable consumer arbitration rules then in effect, as modified by this Agreement. The arbitration will take place in the State of Oregon or, at your election, by telephone, by video, or on the basis of written submissions.

Class action and jury trial waiver. You and Company agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. You and Company each waive any right to a jury trial.

Exceptions. Notwithstanding the foregoing, (a) either party may bring an individual action in small claims court for disputes within that court’s jurisdiction; and (b) either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of intellectual property or other proprietary rights. This Section also does not apply to any claim that may not be arbitrated or waived as a matter of applicable law, and does not limit any rights or remedies available under a Services Agreement, under the Oregon Construction Contractors Board complaint and dispute-resolution process, or under other mandatory consumer-protection procedures, to the extent such rights cannot be waived.

Opt-out. You may opt out of this arbitration and class-action-waiver provision within thirty (30) days after you first accept this Agreement by notifying us at (971) 444-6654, or in writing, of your decision to opt out and providing your name and the contact information associated with your use of the Site. Opting out will not affect any other provision of this Agreement.

Severability. If the class-action and representative-action waiver above is found to be unenforceable as to a particular claim or request for relief, then that claim or request for relief (and only that claim or request for relief) will be severed and may be brought in a court of competent jurisdiction, while all other claims will remain subject to arbitration. If the entirety of this Section is found to be unenforceable, any Dispute will be resolved in the courts identified in Section 14.

25. Copyright Infringement Claims (DMCA)

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send to Company a written notice requesting that Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. To submit a notice or counter-notice to ARQ Roofing, or to request the appropriate address for such notices, please contact us at (971) 444-6654. We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

26. Miscellaneous

This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by email or regular mail. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

You consent to receive communications from us and to transact with us electronically, and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, and that your electronic acceptance of this Agreement is binding. In any action or proceeding to enforce or arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, to the extent permitted by applicable law. Company’s failure to enforce any provision of this Agreement will not be deemed a waiver of its right to do so later.