© COPYRIGHT 2013 karmadata, Inc. (the “Company”) ALL
Last Updated on January 12,
or the “Agreement”) govern our relationship with users and others who
interact with the Company. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE
KARMADATA SERVICE (AS DEFINED BELOW) AS IT CONSTITUTES A LEGALLY BINDING CONTRACT
BETWEEN YOU AND THE COMPANY AND GOVERNS YOUR ACCESS TO AND USE OF THE SITE (AS DEFINED
BELOW) AND THE KARMADATA SERVICE. By using or accessing the Site and/or the karmadata
Service, you agree to all of these Terms without modification. BY ACCESSING OR USING
THE SITE AND/OR THE KARMADATA SERVICE IN ANY MANNER, YOU INDICATE YOUR UNCONDITIONAL
LOCATED ON THE SITE. IF YOU DO NOT AGREE TO THESE TERMS WITHOUT
MODIFICATION, YOU ARE NOT AUTHORIZED TO USE THE SITE OR THE KARMADATA SERVICE, AND
ACCORDINGLY, PLEASE DO NOT USE THE SITE OR THE KARMADATA SERVICE AND EXIT NOW.
- By "karmadata Service" we mean the features
and services we make available, including through our website at www.karamadata.com
and any other karmadata-branded or co-branded websites (including sub-domains, international
versions, and mobile versions) (collectively, the “Site”).
- By "us," "we" and "our" we
mean the Company and/or its affiliates.
“you” we mean the end user of the karmadata Service, which, (i) if you
are an individual end user, is you , or (ii) if you are using the karmadata Service
on behalf of an entity (e.g., your employer), is you and such entity, and you represent
and warrant that you have the authority to bind such entity.
By "post" we mean post, upload or otherwise submit to the
Company, whether through the karmadata Service or otherwise.
By “kdOutput” we mean the datacards, lists,
search results, charts, benchmarks, rankings, trends, themes, summary data tables
, or any other such output created by you, the Company or another user utilizing
the karmadata Service in any format. kdOutput does not include any raw data
underlying any of the foregoing.
- By “Content”
we mean all text, software, scripts, data, graphics, photos, sounds, music, videos,
audiovisual combinations, interactive features and other materials, excluding kdOutput.
A. CONTENT AVAILABLE ON THE KARMADATA SERVICE.
The karmadata Service contains a wide variety of Content (defined below), whether
(i) proprietary to us, or (ii) proprietary to third parties, such as Content posted
on the karmadata Service by registered users (“Registered User Content”),
or Content proprietary to our commercial partners. You understand that we do not
control the Content posted by registered users or other third parties on the karmadata
Service (including the content of any comments, messages, reviews, or recommendations),
and do not guarantee the accuracy, safety, integrity or quality of such Content.
B. PROPRIETARY RIGHTS; LICENSES; RESTRICTIONS.
- As between you and us, the karmadata Service, including,
but not limited to, the layout and look and feel of the karmadata Service, all Raw
Data (as defined below), as well as all Content (excluding Your Content), kdOutput
and Trademarks (as defined below) (all of the foregoing, collectively, the "Materials"),
are owned by us or our licensors, and are protected by copyright, trademark and/or
other intellectual property laws. All trademarks and service marks, logos, slogans
and taglines displayed on the karmadata Service (“Trademarks”) are the
property of the Company and/or its licensors. Except as otherwise specifically provided herein, nothing should be construed
as granting any license or right to use any Trademarks without our express written
- Except as otherwise specifically provided herein, the Materials on the
karmadata Service may not be copied, reproduced, republished, uploaded, posted,
transmitted, or distributed in any way, including by e-mail or other electronic
means, without our prior consent. Any modification of the Materials, use of the
Materials on any web site or networked computer environment, or use of the Materials
for any purpose other than as specifically permitted herein or without our prior
consent is expressly prohibited.
to this Agreement, the Company hereby grants you a limited, revocable, non-transferable
and non-exclusive right and license (without the right to sublicense) to access
and use the Materials other than Raw Data solely (a) if you are an individual, for
your personal, noncommercial purposes, or (b) if you are an entity, your internal
business purposes, expressly excluding providing a copy of any Materials to any
third party for commercial purposes. In connection with such right, you may print
a single copy of your kdOutput. The license granted herein does not permit
you to, and you agree not to,: (a) modify, translate, reverse engineer, disassemble,
scrape (including, without limitation, through the direct or indirect use of wizards,
agents, bots, or other utilities), decompile, decipher (or otherwise attempt to
derive the source code for any underlying intellectual property) or create derivative
works of the Materials or allow a third party, whether directly or indirectly, to
do any of the foregoing; (b) sublicense, transfer, sell, lease, rent, disclose or
provide access to the karmadata Service or the Materials to any third party or use
the karmadata Service or the Materials to provide service bureau, time sharing or
other services or products to third parties; (c) remove any copyright, trademark,
patent, or other notices contained in the karmadata Service or any Materials (d)
utilize, disclose or reproduce any Materials to create or provide any service
that is competitive, in the Company’s sole discretion, with the karmadata
Service. Notwithstanding the above, users are permitted to share kdOutput on certain
social networking sites (i.e. Facebook, Twitter etc.) selected by the Company using
interactive plug-ins provided by the Company through the karmadata Service.
- Subject to all of the terms of this Agreement,
the Company hereby grants you a limited, revocable, non-transferable and non-exclusive
right and license (without the right to sublicense) to incorporate kdOutput in disclosures
to third parties as a part of your normal course of business, provided that (i)
in no circumstances are you authorized to resell or disclose any such kdOutput or
any part of such kdOutput as a stand-alone deliverable; and (ii) in no circumstances
are you authorized to utilize, disclose or copy any kdOutput to provide any services
that are competitive, in the Company’s sole discretion, with the karmadata
Service. Your disclosure of such kdOutput or any part of such kdOutput must include
(i) any copyright, trademark, patent, or other notices provided by the Company;
and (ii) a citation in substantially the following form: “Certain data used
herein was supplied by karmadata, Inc. d.b.a. karmadata. Any analysis, interpretation,
or conclusion based on these data is solely that of the authors, and not karmadata.
SUCH DATA IS PROVIDED “AS IS” AND “AS AVAILABLE” “WITH
ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ”
- If you have a Plus account and the Company has
specifically granted you with download access to certain raw data that is used by
the Company in providing the kdOutput capabilities of the karmadata Service (“Raw
Data”), the Company hereby grants you a limited, revocable, nonexclusive,
nontransferable right and license (without the right to sublicense) to download
and use the Raw Data solely for your internal business purposes in creating analyses
and aggregate statistics (collectively, “Analyses”). In no event
may you provide any Raw Data to any third party except for as incorporated into
Analyses. You acknowledge that the Raw Data includes data from publicly available
sources and the Company shall not be responsible for its accuracy or completeness.
All Raw Data is provided “AS IS” without warranty of any kind.
You shall not directly or indirectly (a) disassemble, decompile, reverse engineer
or use any other means to attempt to discover any source code or trade secrets underlying
any technologies (except and only to the extent these restrictions are expressly
prohibited by applicable statutory law) used to provide the Raw Data or (b) transfer,
distribute or use the Raw Data in any service bureau arrangement or otherwise for
the benefit of any third party. Upon termination of your download access to
the Raw Data, you must delete all Raw Data from your systems and certify to the
Company such deletion, return all copies of the Raw Data to the Company and immediately
cease use of all Raw Data except to the extent previously incorporated into Analyses.
- We reserve all rights not expressly granted in this
Agreement, including, without limitation, title, ownership, intellectual property
rights, and all other rights and interest in the Materials, the karmadata Service
and all related items, including any and all copies made of the Site.
- You understand that many of the Materials are provided
by third parties. Under no circumstances will we be liable in any way for
any Materials, including any errors or omissions in any Materials or any Content
that is libelous or defamatory, or any loss or damage of any kind incurred as a
result of your use of any Materials. You agree that you must evaluate and bear all
risks associated with the use of the Materials, including any reliance on the Materials,
integrity, and accuracy of the Materials.
C. SHARING YOUR CONTENT AND INFORMATION.
- As between you and the Company, you own the Content
that you post on the karmadata Service (“Your Content”). You acknowledge
that the Company’s continued ability to provide the karmadata Service depends
on the continued availability of all Content (including Your Content) and, accordingly,
you hereby grant and agree to grant to the Company a nonexclusive, transferable,
perpetual, irrevocable, worldwide, fully paid up and royalty-free right and license
(with the right to sublicense) to use, reproduce, create derivative works of, modify,
display, perform, distribute and otherwise exploit Your Content in connection with
the karmadata Service and for its general business purposes, without any consent,
notice and/or compensation to you or to any third parties. Please be advised that
even if you terminate your account, Your Content remains stored by our servers,
and has previously been backed up and archived by our backup servers, and therefore
the rights granted by you as set forth above shall survive termination of your account.
We have no obligation to delete or return to you any of Your Content. Please
keep this in mind and think carefully before posting any of Your Content. For
avoidance of doubt, the Company has no obligation to store, maintain or provide
you a copy of any of Your Content. In addition, we may (at our option) remove
any of Your Content at any time, including, without limitation, if we believe that
Your Content violates these Terms.
providing Your Content to us, you represent and warrant that you are entitled to
submit Your Content, that Your Content is accurate, that karmadata may exercise
the license granted to it above without conflict with any third party rights (including,
without limitation, intellectual property rights and contractual restrictions, and
that Your Content does not violate any applicable laws. It is your responsibility
to keep Your Content accurate and up to date.
- Please note that ideas you post, information you
post, the kdOutput you create using the karmadata Service and your account activity
on the karmadata Service will be seen and possibly used and commented on by other
users. Other users will have the ability to follow and comment on your activity
and publish any kdOutput created and or identifiable to you to various social networking
sites (such as Facebook and Twitter). The Company therefore cannot guarantee
that other users will not use or further disclose Your Content and/or the ideas
and information that you share on the karmadata Service. If you have an idea or
information that you would like to keep confidential and/or don’t want others
to use, or that is subject to third party rights that may be infringed by your sharing
it, do not post it to the karmadata Service. KARMADATA IS NOT RESPONSIBLE FOR A
USER’S MISUSE OR MISAPPROPRIATION OF ANY OF YOUR CONTENT.
D. FEES AND PAYMENT TERMS. The Company
offers both free and paid versions (e.g., karmadata Premium and karmadata Plus) of the
karmadata Service. The availability of certain Content and other Materials,
and the features and functionality of the karmadata Service depends on the version
of the karmadata Service you are using. The fees for the paid versions are
provided either in the fees section of the Site or in a separate quotation or agreement
between you and the Company. The following terms apply to the paid versions
unless otherwise agreed between you and the Company in writing:
- You may elect to pay on a month to month basis or on
a yearly basis (there is a cost savings in choosing the yearly plan). Your
account will auto-renew for successive periods equal to the period that you have
selected unless you or the Company provides notice of nonrenewal at least 30 days
prior to the end of the then-current period.
The Company may change fees for any future period at any time. If you disagree
with any such changes, you will have the option to terminate your account prior
to the effective date of the change.
payments will be made by credit card through Braintree Payment Processors or another
third party payment processor chosen by the Company (the “Payment Processor”).
When making payments, you will remain in the karmadata Service, however, your
payment information will be securely transferred to the Payment Processor. The
company will not at any time receive or store any credit card information.
- Unless otherwise expressly provided in these Terms, if your
account is terminated prior to the end of the then-current term, you will not be
entitled to a refund. If you provide company with notice of termination prior
to the end of any period for which you have paid, your account will remain active
through the end of that period unless you otherwise request.
E. SAFETY. In order to help keep the karmadata
Service safe, you agree to the following commitments:
- You will not send or otherwise post unsolicited or unauthorized
commercial communications to users (such as unauthorized advertising, promotional
materials, “junk mail,” “spam,” “chain letters,”
“pyramid schemes,” or any other form of solicitation).
- You will not forge headers or otherwise manipulate identifiers
in order to disguise the origin of any communication through the karmadata Service.
- You will not collect other users' information, or otherwise
access the karmadata Service, using automated means (such as harvesting, bots,
robots, spiders, or scrapers) without our permission.
- You will not upload, post, email, transmit or otherwise make available
or initiate any Content that contains software viruses, worms, or any other computer
code, files or programs that interrupt, destroy or limit the functionality of any
computer software or hardware or telecommunications equipment of the karmadata Service
or any user of the karmadata Service.
will not solicit login information or access an account belonging to someone else.
- You will not bully, intimidate, or harass any user, including
sending unwelcomed communications using the karmadata Service .
You will not post, transmit or otherwise make available any Content
that is unlawful, hateful, threatening, pornographic, libelous, abusive or discriminatory,
or that contains nudity or graphic or gratuitous violence.
You will not use the karmadata Service to do anything unlawful, misleading,
malicious, or discriminatory.
- You will not
facilitate or encourage any violations of this Agreement.
F. REGISTRATION AND ACCOUNT SECURITY. You
agree to make the following commitments relating to registering and maintaining
the security of your account:
- You will not provide any false personal information
on the karmadata Service, or create an account for anyone other than yourself without
- You will not upload a profile
image that is not your likeness or a head-shot photo.
- You will not create an account for anyone who is not a natural person.
- You will not use the karmadata Service if you are under
- You will not use the karmadata Service
if you are located in a country embargoed by the U.S., or are on the U.S. Treasury
Department's list of Specially Designated Nationals.
- You will keep your contact information accurate and up-to-date.
- You will not share your password, let anyone else access
your account, or do anything else that might jeopardize the security of your account.
- You will not transfer your account to anyone without first
getting our express written permission.
will not imply or state, directly or indirectly, that you are affiliated with or
endorsed by the karmadata Service or the Company unless you have entered into such
a written agreement with the Company.
will not attempt to or actually
access the karmadata Service by any means other than through the interfaces provided
by the karmadata Service. This prohibition includes (without limitation) accessing
or attempting to access the karmadata Service using any third-party service, including
software-as-a-service platforms that aggregate access to multiple services.
- You will not attempt to or actually override any security
component included in or underlying the karmadata Service.
You will not attempt or engage in any action that directly or indirectly
interferes with the proper working of or places an unreasonable load on the karmadata
Service’s infrastructure, including, but not limited to, sending unsolicited
communications to other users or the Company personnel, or attempting to gain unauthorized
access to the karmadata Service.
G. RESPECTING THE RIGHTS OF OTHERS. You
are solely responsible for your interactions with other users. The Company may limit
the number of connections you may have to other users and may, in certain circumstances,
prohibit you from contacting other users through use of the karmadata Service or
otherwise limit your use of the karmadata Service. We reserve the right at our discretion,
but have no obligation, to monitor disputes between you and other members and to
restrict, suspend, or close your account. You agree to the following:
- You will not post Content or take any action on the
karmadata Service that infringes someone else's rights or otherwise violates
- You will not circumvent, disable or otherwise interfere
with security-related features of the karmadata Service that prevent or restrict
the use or copying of any Materials and not to alter, remove, or falsify any attributions
or other proprietary designations of origin or source of any Materials appearing
on the karmadata Service or contained in a file that is uploaded to the karmadata
- Except as otherwise specifically
provided herein, you will not use our copyrights or trademarks without our written
- You will not post, upload or
otherwise make available the personally identifiable non-public personal information
of others. For the avoidance of doubt, “personally identifiable non-public
information” includes information which can be used to distinguish or trace
an individual's identity either alone or when combined with other information
that is linkable to a specific individual. In addition, you will make no attempt
to deaggregate or decompile any database provided by the karmadata Service.
- You will not remove, cover to or obscure any form of advertisement
included in the karmadata Service.
- You will
not engage in “framing,” “mirroring,” or otherwise simulating
the appearance or function of the Site.
- If you infringe other people's intellectual property
rights, we will have the right to disable your account.
H. VISITOR/USER SUGGESTIONS. You acknowledge
and agree that any questions, comments, suggestions, ideas, feedback, or other information
provided by you to us (“Comments”) are not confidential and you hereby
grant us a worldwide, perpetual, irrevocable, royalty-free right and license to
use, reproduce, modify, create derivative works of, display, perform, distribute
and otherwise exploit such Comments as we deem appropriate, for any and all commercial
or non-commercial purposes, in our sole discretion.
I. COPYRIGHT COMPLAINT POLICY. If you believe
that any Materials infringe your copyrighted works, you may provide a notification
of claimed copyright infringement to our Designated Agent for copyright complaints.
Please see our
Copyright Compliant Policy for further information.
J. LINKS TO THIRD PARTY SITES AND SERVICES; NO IMPLIED ENDORSEMENT.
The karmadata Service may contain links to other web sites owned
by third parties, including sites maintained by our advertisers. Please note that
when you click on any of these links, you are entering another web site for which
we have no responsibility or control. You agree that we shall not be responsible
for any loss or damage of any sort incurred as a result of any such links or as
the result of the presence of such links on the karmadata Service. In no event
shall any reference to any third party, third party website or third party product
or service be construed as an approval or endorsement by us of that third party,
third party website or of any product or service provided by a third party. We encourage
you to read the privacy policies of any third party website before providing any
K. ERRORS AND ACCESS TO SITE. The karmadata
Service contains databases created and maintained by various sources. The information
on the karmadata Service may contain typographical errors, other errors and/or inaccuracies.
The Company has no obligation to correct any errors or other inaccuracies contained
in the Materials. You understand and acknowledge that we may interrupt the access
to the karmadata Service for normal and customary maintenance, updates and or upgrades,
if any, and at other times deemed necessary by us. The inability for users to access
the karmadata Service during such periods is to be expected.
L. DISCLAIMER OF WARRANTY. ACCESS TO THE
KARMADATA SERVICE, INCLUDING ALL MATERIALS, IS PROVIDED “AS IS” AND
“AS AVAILABLE” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE
LAW, THE COMPANY AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, ORAL
OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED
TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, AND FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE
OF PERFORMANCE OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY
NOR ITS LICENSORS WARRANT THAT ACCESS TO THE KARMADATA SERVICE AND/OR THE SERVICES
AVAILABLE ON OR THROUGH THE KARMADATA SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE,
OR THAT DEFECTS, IF ANY, CAN OR WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT
YOUR USE OF AND RELIANCE UPON THE KARMADATA SERVICE (INCLUDING ALL MATERIALS) IS
AT YOUR SOLE RISK.
OF LIABILITY. WE ARE NOT LIABLE TO
YOU OR ANY OTHER PERSON FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL,
INDIRECT OR SPECIAL DAMAGES (WHICH SHALL INCLUDE, WITHOUT LIMITATION, ANY LOSS OF
USE, LOSS OF DATA, LOST PROFITS, AND BUSINESS INTERRUPTION) ARISING FROM OR IN CONNECTION
WITH YOUR USE OF THE KARMADATA SERVICE, THE SITE AND/OR THE MATERIALS, WHETHER UNDER
A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN
IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
WILL THE COMPANY’S LIABILITY TO YOU RELATING TO THE KARMADATA SERVICE EXCEED,
IN THE AGGREGATE, (i) IF YOU ARE USING THE FREE VERSION OF THE KARMADATA SERVICE,
$50.00, OR (ii) IF YOU ARE USING ANY PAID VERSION OF THE KARMADATA SERVICE, THE
AMOUNTS PAID BY YOU TO KARMADATA IN THE TWELEVE (12) MONTHS PRIOR TO THE EVENTS
GIVING RISE TO THE MOST RECENT CAUSE OF ACTION.
N. EXCLUSIVE REMEDY. IN THE EVENT OF ANY PROBLEM WITH THE KARMADATA
SERVICE, THE SERVICES OR THE MATERIALS OR TECHNOLOGY AVAILABLE ON OR THROUGH THE
KARMADATA SERVICE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS (i) TERMINATE
YOUR ACCOUNT AND (ii) IF YOU ARE USING A PAID VERSION, TO RECEIVE A REFUND OF ANY
PRE-PAID AMOUNTS ATTRIBUTABLE TO THE PERIOD AFTER TERMINATION.
O. TERMINATION. We may terminate your
access to, or suspend or discontinue, the karmadata Service, partially or entirely,
at any time in our sole discretion. Notwithstanding the foregoing, if you
have a paid account (i) we may not terminate your access to the karmadata Service
for any period in which you have previously paid for the karmadata Service unless
you have breached any of these Terms, (ii) if we suspend or discontinue the karmadata
Service, we will refund to you any pre-paid fees for any period in which you were
unable to use the karmadata Service and we will have no further liability to you
and (iii) if the Company makes any changes to the karmadata Service that materially
affect your ability to use the Service, you may terminate your account, and the
Company will have no further liability to you other than to refund to you any pre-paid
fees attributable to the period after termination.
P. INDEMNIFICATION. You agree to indemnify,
hold harmless, and defend the Company and its licensors, suppliers, officers, directors,
employees, agents, affiliates, subsidiaries, successors and assigns (collectively
"Indemnified Parties") from and against any and all liability, loss, claim,
damages, expense, or costs (including but not limited to attorneys' fees), incurred
by or made against the Indemnified Parties in connection with any claim arising
from or related to (i) the use of the karmadata Service (including all Materials)
by you or anyone utilizing your account and/or (ii) Your Content. You agree to fully
cooperate as reasonably required by an Indemnified Party(ies). Each Indemnified
Party may assume the exclusive defense and control of any matter for which it is
indemnified hereunder. You shall not settle any matter without the consent of the
applicable Indemnified Party.
Q. AMENDMENTS. We may modify, amend or supplement
these Terms (each, a “Revision”) at any time in our sole discretion.
In such event, we will provide you with notice (which may be via email or
through the karmadata Service), and such Revisions will apply only after the date
of such notice. If you do not agree to such Revisions, you may terminate your
account within 30 days after your receipt of such notice, in which case the Revisions
will not apply to you.
R. DISPUTES. The formation, interpretation
and performance of this Agreement and any disputes arising out of it shall be governed
by the substantive and procedural laws of the COMMONWEALTH OF MASSACHUSETTS without
regard to its rules on conflicts or choice of law and, to the extent applicable,
the laws of the United States of America. The exclusive jurisdiction and venue for
actions related to the subject matter hereof shall be the state and federal courts
located in Boston, Massachusetts, and you hereby submit to the personal jurisdiction
of such courts. You hereby waive any right to a jury trial in any proceeding arising
out of or related to this Agreement. The United Nations Convention on Contracts
for the International Sale of Goods does not apply to this Agreement.
S. PRIVACY. We encourage you to read
help make informed decisions about what information you post on the karmadata Service
or otherwise share with us. Please also note that Your Content may reveal your gender,
ethnic origin, nationality, age, and/or other personal information about you. You
acknowledge and agree that your submission of such information is voluntary on your
part and that the information you submit will be processed in accordance with our
- You acknowledge that a violation or attempted violation
be irreparable, the exact amount of which would be impossible to ascertain and for
which there will be no adequate remedy at law. Accordingly, you agree that the Company
shall be entitled to an injunction issued by any court of competent jurisdiction,
restraining such violation or attempted violation of these terms and conditions
by you, or your affiliates, partners, or agents, as well as to recover from you
any and all costs and expenses sustained or incurred by the Company in obtaining
such an injunction, including, without limitation, reasonable attorney's fees.
You agree that no bond or other security shall be required in connection with such
- These Terms make up the entire
agreement between the parties regarding the karmadata Service, and supersedes any
- If any portion of these
Terms is found to be unenforceable, such portion will be limited or eliminated to
the minimum extent necessary such that the remaining portion will remain in full
force and effect.
- If we fail to enforce any
of these Terms, it will not be considered a waiver.
- Any amendment to or waiver of these Terms must be made in writing and
signed by us.
- You will not transfer any of
your rights or obligations under these Terms to anyone else without our prior written
- All of our rights and obligations
under these Terms are freely assignable by us in connection with a merger, acquisition,
or sale of assets, or by operation of law or otherwise.
- These Terms do not confer any third party beneficiary rights.
- A printed version of this Agreement and of any related notice
given in electronic form shall be admissible in judicial or administrative proceedings
based upon or relating to this Agreement to the same extent and subject to the same
conditions as other business documents and records originally generated and maintained
in printed form.