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PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.
Welcome to GoodRoadNetwork.com (the "Site"). Your access and use of the Site and of features and services provided through the Site (collectively, the "Services") by GoodRoadNetwork, Inc., a Delaware corporation (the "Company," "we," "us," or "our"), is subject to the following Terms of Service (these "Terms"), as amended from time to time.
You must agree to these Terms in order to use the Services. If you use the Services, or click to accept or agree to these Terms if presented to you in a user interface for the Services, we will understand this as your acceptance of these Terms and your agreement to all of the terms and conditions herein. By accepting these Terms or using the Services, you represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not accept these Terms, then you may not use the Services. If you are using the Services on behalf of another person or entity, you represent and warrant that you have full legal authority to bind such other person or entity to these Terms. If you do not have such authority, then you may not use the Services on behalf of such other person or entity and you must discontinue all use of the Services immediately.
You acknowledge that these Terms are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. These Terms, as may be amended by us from time to time, will be effective commencing with your first use or registration on the Site and will remain in full force and effect throughout your use of the Services. If at any point you do not agree to any portion of these Terms then in effect, you must immediately stop using the Services.
1. Updates. These Terms may only be revised in a writing signed by the Company, or published by the Company on the Site. We may update these Terms at any time. You understand and agree that you will be deemed to have accepted the updated Terms if you use the Services after the updated Terms are posted on the Site.
2. Provision of the Services. You are responsible for any Internet connection and telecommunications fees and charges that you incur when accessing the Services. You acknowledge and agree that we may make changes to the Service at any time without notifying you in advance.
3. Termination of Services. We reserve the right to deny service to any person or entity at our sole and absolute discretion. You acknowledge and agree that we may stop providing the Services or restrict your use of the Services at any time, without notifying you in advance, for any reason or no reason, including, without limitation, for any violation of these terms and/or if we suspect that you have used any aspect of the Services to conduct any fraudulent or illegal activity. If we disable your access to your account, you may be prevented from accessing the Services, your account details and/or any materials contained in your account.
4. Accounts and Security.
4.1. Account. To access the Services, you must register and create an account. You can create an account by providing your email address and creating a password. You may be required to provide information about yourself as part of the registration process. You agree that any registration information that you submit to us will be correct, accurate and up to date. In the event that we discover, or become aware, that any of your account information is not correct, accurate and up to date, we may request that you provide documentation verifying your account information. If you are unable to verify such information or if we determine that the information provided is not sufficient, we shall be entitled to terminate your account. You have the right to cancel your account at any time.
4.2. Account Security. Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account password. You agree to notify us immediately if you become aware of any unauthorized use of your password or of your account.
4.3. Account Termination by the Company. We may at any time terminate your account if:
- we determine that you are
- in breach of or otherwise acting inconsistently with these Terms or
- engaging in fraudulent or illegal activities or other conduct that may result in liability to the Company;
- we determine it is required by law to terminate your account; or
- we decide to stop providing the Services or critical portions thereof in the country where you reside or we determine that it is no longer in our business interests to continue providing the Services or critical portions of such services.
5. Restrictions and Conditions of Use.
5.1. Use of the Site. We permit you to view and use a single copy of the Site solely for your personal, non-commercial use. You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data or services obtained through the Site.
5.2. Accessing the Services. You agree not to access, or attempt to access, the Services through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers) and you agree to comply with the instructions contained in any robots.txt file present on the Site.
5.3. No Violation of Laws. You agree that you will not, in connection with your use of the Services, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not make available through the Services any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
5.4. Use Restrictions. You may not connect to or use the Services in any way that is not expressly permitted by these Terms.
You may not:
- remove any proprietary notices from the Site;
- cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Services;
- sell, assign, rent, lease, act as a service bureau, or grant rights in the Services, including, without limitation, through sublicense, to any other person or entity without the prior written consent of the Company; or
- make any false, misleading or deceptive statement or representation regarding the Company and/or the Services.
Without limiting the foregoing, you agree that you will not:
- institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Services (or any servers, systems or networks connected to the Services) or otherwise attempt to obstruct, disrupt or interfere with the operation of the Services or any other person´s or entity´s use of the Services (or any servers, systems or networks connected to the Services);
- attempt to gain unauthorized access to the Services, accounts registered to other users, or any servers, systems or networks connected to the Services;
- use the Services for any commercial purpose or the benefit of any third party, or charge any person or entity, or receive any compensation for, the use of the Services, unless you are specifically authorized to do so in a separate written agreement with the Company;
- use the Services to (y) develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; or (z) perform any unsolicited commercial communication not permitted by applicable law; or (v) engage in any activity that
- constitutes harassment or a violation of privacy or threatens other people or groups of people;
- is harmful to children in any manner;
- constitutes phishing, pharming or impersonates any other person or entity (including, without limitation, by selecting a username which suggests you are another person), or steals or assumes any person´s identity (whether a real identity or online nickname or alias); or
- violates any applicable law, ordinance, rule, regulation or treaty.
5.5. No Data Mining or Harmful Code. You agree that you will not (a) obtain or attempt to obtain any information from the Services including, without limitation, email addresses or mobile phone numbers of other account holders or other software data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse routing, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Service.
5.6. Rules of Conduct. The following Rules of Conduct apply to all users of the Services. You agree that you will not use the Services or otherwise interact with other users of the Services in a manner that:
- is defamatory, abusive, harassing, threatening, or an invasion of any right of privacy of another person;
- is bigoted, hateful, or racially or otherwise offensive;
- is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or
- otherwise harms or can reasonably be expected to harm any person or entity; or
- is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them; or
- infringes or violates any right of a third party including:
- copyright, patent, trademark, trade secret, intellectual property or other proprietary or contractual rights;
- right of privacy (specifically, you must not distribute another person's personal information of any kind without their express permission) or publicity; or
- any confidentiality obligation; or
- is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations); or
- is antisocial, disruptive, or destructive, including "flaming," "spamming," "flooding," "trolling," "bullying," "stalking" and "griefing" as those terms are commonly understood and used on the Internet.
We cannot and do not assure that other users comply or will comply with the foregoing Rules of Conduct or any other provisions of these Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any failure of compliance.
5.7. Disciplinary Action. We reserve the right, but disclaim any obligation or responsibility, to
- suspend or terminate a user´s account as a result of their violation of the Rules of Conduct or any other term or condition contained herein; and
- identify any user to third parties, and/or disclose to third parties any personally identifiable information, when we believe in good faith that such identification or disclosure will either
- facilitate compliance with laws, including, for example, compliance with a court order or subpoena, or
- help to enforce these Terms (including the Rules of Conduct) and/or our contest, sweepstakes, promotions, and game rules, and/or protect the safety or security of any person or property, including the Site. Moreover, we retain all rights to remove Submitted Content (as defined below) at any time for any reason or no reason whatsoever.
5.8. Violation of these Terms. You acknowledge and agree that you are solely responsible, and the Company has no responsibility or liability to you or any other person or entity, for any breach by you of these Terms or for the consequences of any such breach.
6. Interaction with Others
6.1. You are solely responsible for your interactions with other users and we strongly advise you to use extreme caution before sharing personally identifiable information with other users. We do not conduct criminal background checks or screenings of our users, nor do we attempt to verify any statements made by our users. You acknowledge that we have the right to conduct any criminal background check or other screenings at any time and using public records, but no obligation to do so.
6.2. We make no representations or warranties regarding the conduct of our users. We are not responsible for the conduct of any user. To the maximum extent permitted by applicable law, in no event will we be liable for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential and/or incidental, arising out of or relating to the conduct of you or another user, including for death, injury, emotional distress and/or other damages resulting from communications or meetings with other users. You agree to take all necessary precautions in all your interactions with other users.
6.3. You agree to use any personal information provided to you by other users in a lawful and responsible manner. You further agree that you will not use personal information about other users for any reason without the express prior consent of the user that has provided such information to you.
7. Submitted Content.
7.1. You are solely responsible for any content and information you submit or make available through the Service (collectively, "Submitted Content"), including but not limited to the content of your profile and your use of chat rooms, message boards, blog posts, comment sections, profiles or any other public forum we make available on the Site.
7.2. You agree that all Submitted Content may be viewed by other users and by any person using the Service.
7.3. We do not claim ownership of any Submitted Content. With respect to your Submitted Content, you grant the Company a perpetual, irrevocable, non-terminable, transferrable, worldwide, royalty-free, fully paid-up and non-exclusive license to use, copy, distribute, publicly perform, display, modify and create derivative works of such Submitted Content or any part of such Submitted Content and to grant sublicenses of the foregoing rights. You hereby represent, warrant and covenant that any Submitted Content you provide does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified in this Section 7.3. You hereby represent, warrant and covenant that any Submitted Content you provide does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified in this Section 7.3.
7.4. You represent and warrant that any of your Submitted Content will not contain any offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person´s rights (including intellectual property rights, and rights of privacy and publicity). You represent and warrant that all information submitted upon creating your account, including information submitted from your Facebook account, is accurate and truthful and if any information provided by you subsequently becomes inaccurate, incomplete, misleading or false, you will promptly update such information with accurate information.
7.5. You acknowledge that we have the right to pre-screen any Submitted Content, but have no obligation to do so. In our sole and absolute discretion, any Submitted Content may be included in the Services in whole or in part in a modified form. In addition, the Company and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Submitted Content on the Services that violates these Terms or is otherwise objectionable including, but not limited to, being unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or violating any party´s intellectual property.
7.6. All Submitted Content must comply with all applicable laws and regulations. You agree that we may access, preserve and disclose your account information and any Submitted Content if required to do so by law or in a good faith belief that accessing, preserving and/or disclosing such information is reasonably necessary to comply with the legal process, to enforce these Terms, to respond to claims that any Submitted Content violates the rights of third parties, to protect the rights, property or personal safety of the Company or any other person, to respond to your requests, or to allow you to use the Services in the future.
7.7. Some of the Submitted Content available through the Services may be provided by brands, marketing companies, advertisers or other companies. You acknowledge that the Company is not affiliated with, and does not endorse, any such Submitted Content or any such companies. Furthermore, we hereby disclaim any liability, directly or indirectly, relating to or arising from any such Submitted Content or any activities of such organizations through the Services.
7.8. You acknowledge that the Submitted Content is your sole responsibility. You agree that under no circumstance will the Company be liable in any way for Submitted Content, including, but not limited to, for any errors or omissions in any Submitted Content, or any loss or damage of any kind incurred as a result of the use or distribution of any Submitted Content.
8. Children. The Services are not directed toward children under 13 years of age nor does the Company knowingly collect information from children under 13 or allow children under the age of 14 to create an account. If you are under 13, please do not submit any personal information about yourself to the Company.
9.1. Links from the Site. The Services may contain links to websites operated by other parties. We provide these links to other websites as a convenience and use of these websites is at your own risk. The linked websites are not under the control of the Company and the Company is not responsible for the content available on the other websites. Such links do not imply our endorsement of information or material on any other website and we disclaim all liability with regard to your access to and use of such linked websites.
9.2. Links to the Site. Unless otherwise set forth in a written agreement between you and the Company, you must adhere to our linking policy as follows:
- the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with the Company and/or its licensors´ names and trademarks;
- the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with the Company; and
- when selected by a user, the link must display the Site on full-screen and not within a "frame" on the linking Site. We reserve the right to revoke our consent to the link at any time and in its sole discretion.
10. Intellectual Property.
10.1. Trademarks. The GoodRoadNetwork name and logo are trademarks and service marks of the Company. Unless permitted in a separate written agreement with the Company, you do not have the right to use any of the Company´s trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.
10.2. Ownership. You acknowledge and agree that the Company, or its licensors, owns all right, title and interest in and to the Services, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Services are protected by U.S. and international copyright laws. Further, you acknowledge that the Services may contain information that the Company has designated as confidential and you agree not to disclose such information without the Company´s prior written consent. Except as licensed to the Company hereunder, you retain all right, title and interest in and to all Submitted Content (defined below), including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time.
10.3. Copyright Agent. We respect the intellectual property rights of others, and require that the people who use the Services do the same. We maintain a policy of terminating users of the Services who engage in repeated infringing conduct. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
- Your address, telephone number, and email address;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the alleged infringing material is located;
- A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law;
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner´s behalf.
10.4. Third Party Software and Services. The Services may be incorporated into and may incorporate, technology, software and services owned and controlled by third parties. Use of such third party software or services is subject to the terms and conditions of the applicable third party license agreements (including, without limitation, and terms of service posted on third party websites), and you agree to look solely to the applicable third party and not to the Company with respect to your rights in relation to such third party software, technology and/or services.
11. Social Networks. The Services includes features that operate in conjunction with certain third party social networking websites that you visit, such as Facebook ("Social Network Features"). While your use of the Social Network Features is governed by these Terms, your access and use of third party social networking websites and the services provided through these websites is governed by the terms of service and other agreements posted on these websites. It is impossible for the Company to determine in each case whether your use of the Social Network Features would cause you to violate or breach the terms of service and/or other agreements posted on these third party websites. You understand and acknowledge that your use of the Social Network Features may cause you to violate or breach the terms of service and other agreements posted on these third party websites which could result in the termination of your account and ability to access these third party websites and, in some cases, could give rise to liability for damages. YOU AGREE THAT YOU ALONE ARE RESPONSIBLE FOR YOUR USE OF THE SOCIAL NETWORK FEATURES AND THAT THE COMPANY WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR YOUR VIOLATION OR BREACH OF ANY TERMS OF SERVICE OR OTHER AGREEMENT THAT MAY RESULT FROM YOUR USE OF THE SOCIAL NETWORK FEATURES.
13. Location. The Services are operated by the Company in the United States. If you choose to access the Services from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws.
14. DISCLAIMER OF WARRANTIES.
14.1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
14.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
14.3. THE COMPANY MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SERVICES.
14.4. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SERVICES WILL BE CORRECTED; OR (e) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
14.5. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEIVCE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
15. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY.
15.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE "RELATED PARTIES"), SHALL NOT BE LIABLE TO YOU, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR:
- ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF THE COMPANY AND/OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;
- THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR
- THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SERVICE.
15.2. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF THE OCMPANY OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of the Company and the Related Parties shall be limited to the fullest extent permitted by law.
16. Indemnification. You agree to indemnify, defend and hold the Company and the Related Parties harmless from any and all claims, demands, damages or other losses including, without limitation, reasonable attorneys´ fees, resulting from or arising out of
- your use of the Service or
- your breach of these Terms or any other policies that the Company may issue for the Services from time to time.
17. Governing Law; Jurisdiction. These Terms are governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and the Company agree that, except as otherwise provided in Section 18 below, the state and federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all disputes arising out of or related to these Terms or your use of the Services and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, the Company shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
18. Binding Arbitration.
18.1. Arbitration Procedures. You and the Company agree that, except as provided in Section 18.4 below, all disputes, controversies and claims related to these Terms (each a "Claim"), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section 18 and the JAMS Rules, the terms in this Section 18 will control and prevail.
Except as otherwise set forth in Section18.4, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and the Company will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator´s decision regarding the Claim, the award given and the arbitrator´s findings and conclusions on which the arbitrator´s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms,
- you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and
- the arbitrator´s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND THE COMPANY WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
18.2. Location. The arbitration will take place in your hometown area if you so notify the Company in your notice of arbitration or within ten (10) days following receipt of the Company´s arbitration notice. In the absence of a notice to conduct the arbitration in your hometown area, the arbitration will be conducted in Los Angeles, California, unless the parties agree to video, phone and/or internet connection appearances.
18.3. Limitations. You and the Company agree that any arbitration shall be limited to the Claim between the Company and you individually. YOU AND THE COMPANY AGREE THAT
- THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES;
- THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND
- NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
18.4. Exceptions to Arbitration. You and the Company agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration:
- any Claim seeking to enforce or protect, or concerning the validity of, any of your or the Company´s intellectual property rights;
- any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and
- any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court´s jurisdiction in lieu of arbitration.
19.1. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or your use of the Services.
19.2. Assignment. The Company may assign its rights under these Terms to any person or entity without your consent. The rights granted to you under these Terms may not be assigned without the Company´s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
19.3. Severability. If any part of these Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms shall be given full force and effect.
19.4. Attorneys´ Fees. In the event any litigation or arbitration is brought by either party in connection with these Terms, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys´ fees and other expenses incurred by such prevailing party in the litigation.
19.5. No Waiver. Our failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by the Company of any provision, condition or requirement of these Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.
19.6. Notices. All notices given by you or required under these Terms shall be in writing and addressed to email@example.com.
19.7. Export Administration. You must comply with all export laws and regulations of the United States or any other country ("Export Controls") and you shall not export, direct or transfer any portion of the Service, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.
19.8. Equitable Remedies. You acknowledge and agree that the Company would be irreparably damaged if the terms of these Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.
19.9. Entire Agreement. These terms, including any documents referenced herein, constitute the entire agreement between you and the Company with respect to the Services and supersedes any and all prior agreements between you and the Company relating to the Services.