Terms of Service

Terms of Service


Effective Date: June 1, 2018.


1. Introduction and Overview.
This Terms of Service ("Agreement") is a legal agreement between you (referred to herein as
"you" or "your") and Pereira O'Dell LLC ("we", "our", or "us") for access to and use of our
website located at https://www.pereiraodell.com (the "Website ") and any other online service
location that posts a link to this Agreement, and all other related software, features, content,
downloads and other services that we own, control and make available through such online
service location (whether accessed directly or through any software Website) (collectively, the
"Service").

In some instances, both this Agreement and separate terms elsewhere on the Service will apply to your use of the Service (“Additional Terms”). To the extent there is a conflict between these
Terms and any applicable Additional Terms, the Additional Terms will control unless they
expressly state otherwise.


BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU CONSENT TO OUR
COLLECTION, USE AND DISCLOSURE PRACTICES AND OTHER ACTIVITIES AS
DESCRIBED IN OUR PRIVACY POLICY. IF ANY OF THESE TERMS ARE
UNACCEPTABLE TO YOU OR IN THE EVENT THAT ANY FUTURE CHANGES ARE
UNACCEPTABLE TO YOU, DO NOT USE THE SERVICE. YOUR CONTINUED USE OF
THE SERVICE NOW, OR FOLLOWING THE POSTING OF ANY CHANGES IN THIS
AGREEMENT, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH
CHANGES.

2. Use of the Service by You.


A. Content.

The Service contains: (i) materials and other items relating to Company and its products and
services, and similar items from our licensors and other third parties, including all layout,
information, databases, articles, posts, text, data, files, images, scripts, designs, graphics,
instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs,
technology, software, interactive features, the “look and feel” of the Service, and the
compilation, assembly, and arrangement of the materials of the Service and any and all
copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade
identities of various parties, including those of Company; and (iii) other forms of intellectual
property (all of the foregoing, collectively “Content ”). You acknowledge and agree that we (or
our licensors) own all legal right, title and interest in and to the Service and the Content,
including, without limitation, any intellectual property rights which subsist in the Service or
Content (whether those rights happen to be registered or not, and wherever in the world those
rights may exist). The Service and Content is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.


B. Limited License.

Subject to your strict compliance with this Agreement and any applicable Additional Terms, we
hereby grant you a personal, revocable, worldwide, non-assignable and non-exclusive right to
download, display, view, use, and play the Content on a personal computer, browser, laptop,
tablet, mobile phone, or other internet-enabled device (each, a “Device”) and/or print one copy
of the Content as it is displayed to you, in each case for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be suspended or terminated for any reason, in Company’s sole discretion, and without advance notice or liability. Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

C. Restrictions.

You may not use the Service unless you are at least thirteen (13) years old.
You agree that (i) you will use the Service solely for your own, non-commercial, personal use in
accordance with this Agreement and in accordance with any specific rules or usage provisions
specified by us on the Service and (ii) all information supplied by you to us will be true,
accurate, current and complete.

You represent, warrant, and agree that you will not: (i) use the Service or Content for any political or commercial purpose; (ii) engage in any activity in connection with the Service or Content that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to Company; (iii) harvest any information from the Service or Content; (iv) reverse engineer or modify the Service or Content; (v) interfere with the proper operation of or any security measure used by the Service or Content; (vi) infringe any intellectual property or other right of any third party or use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos; (vii) use the Service or Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; (viii) sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Service, or otherwise permit any third party to use or have access to the Service for any purpose (except as expressly permitted by us in writing) or decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, attempt to discover any source code, or otherwise use any software that enables or comprises any part of the Service; (ix) use the Service for the distribution, housing, processing, propagation, storage, or other handling of, any Content or other material prohibited by this Agreement, or any material that may create a risk of any loss or damage to any person or property, or any other material (including, without limitation, links to such material) that we deem, in our sole discretion, to be objectionable whether or not such material is unlawful; (x) permit or otherwise enable unauthorized users to access and/or use the Service; (xi) use the Service to export software or data in violation of applicable U.S. laws or regulations; (xii) remove any copyright, trademark, patent or other proprietary notices from the Service or any Content on the Service; (xiii) distribute, publish, exhibit, or otherwise use the Service, in any manner and for any purpose not expressly permitted under this Agreement; (xiv) exploit the Service or collect any data incorporated in the Service in any automated manner through the use of bots, metaspiders, crawlers or any other automated means; (xv) register as a user of the Service by providing false, inaccurate, or misleading information; (xvi) post hyperlinks to commercial services or Websites; (xvii) collect personal data about other users of the Service for commercial or any other purposes; (xviii) attempt to gain unauthorized access to our computer systems (including any non-public areas of the Service) or engage in any activity
that disrupts, diminishes the quality of, probes for vulnerability, interferes with the performance of, or impairs the functionality of, the Service (or the servers and networks which are connected to the Service); (xix) make available Content that in our opinion constitutes or contains "affiliate marketing," "link referral codes," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement, except to the extent such Content is provided to you by us or one of our affiliates for a purpose specifically authorized by us in writing; or (xx) access or use the Service if you have been previously removed from the Service by us.

You agree to not use the Service in any unlawful manner, for any unlawful purpose, or in any
manner inconsistent with this Agreement or any applicable Additional Terms and/or any and all
applicable local, state, national and international laws and regulations and treaties.

D. Availability.


We retain the right at our sole discretion to deny or suspend access to the Service at any time and for any reason, and without prior notice or liability. You acknowledge and agree that we may decline to provide you access to the Service or stop (permanently or temporarily) providing the Service (or any features or programs or Content within the Service) to you or to users generally at our sole discretion, without liability or prior notice to you. Upon suspension or termination of your access to the Service, or upon notice from Company, all rights granted to you under this Agreement or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service and Content. You acknowledge and agree that we may decline to provide you access to the Service or stop (permanently or temporarily) providing the Service (or any features or programs or Content within the Service) to you or to users generally at our sole discretion, without liability or prior notice to you.

E. Reservation of Rights.

Company and its licensors and other third parties reserve all right, title and interest in and to the Service not expressly granted to you under this Agreement. No right or license may be
construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any
unauthorized use of the Content or Service for any purpose is prohibited. There are no implied
licenses under this Agreement.

 

3. Unsolicited Submissions.

When you submit any unsolicited ideas, feedback, opinions or other content to us through or
relating to the Service (“Submissions”), you grant us a non-exclusive, unrestricted,
unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and
license to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party media channels, platforms, and distributors), publicly perform, publicly display, and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of your Submissions, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You agree that we may use your Submissions in any way, including, without limitation, in future modifications of the Service, other products or services, advertising or marketing materials. By submitting Content, you also grant us the right to use your name, picture, likeness, voice, and biographical information in connection with the use or publication of your Submissions. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights.

You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your Submissions.

In connection with Submissions you upload, submit, post, or otherwise make available via the
Service, you affirm, represent, and warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use such Submissions in the manner contemplated by this Agreement. You further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including, without limitation, privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant to us all of the rights granted herein. You alone, though, retain whatever legally cognizable right, title, and interest that you have in your Submission and remain responsible for them.


4. Provision of the Service by Us.
You acknowledge and agree that the form and nature of the Service which we provide may
change from time to time without prior notice to you.


You acknowledge and agree that your use of the Service, including, without limitation, the
storage of any data, files, information and/or other materials on a server owned or under our
control or in any way connected to the Service, shall be at your sole risk and responsibility and
we shall have no obligation to back-up such data, files, information and/or other materials. We
expressly reserve the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Service for any reason including, without limitation, if we deem, in our sole discretion, such data to be in violation of this Agreement and/or any rule or policy of ours and/or any local, state, or federal law or regulation.

We cannot always foresee or anticipate technical or other difficulties which may result in failure
to obtain data or loss of data, personalization settings, or other interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or settings.

5. Customer Support.
If you have any questions or comments, please send an e-mail to us here. You acknowledge that the provision of support is at Company’s sole discretion and that we have no obligation to
provide you with customer support of any kind. All legal notices to us must be mailed to:
Pereira O’Dell LLC, 215 2 nd Street, 1 st Floor, San Francisco, CA 94105. When you communicate with us electronically, you consent to receive communications from us electronically. 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.

6. Third Party Services.
Our Service contains content from and hyperlinks to websites, locations, platforms, and services operated and owned by third parties (“Third Party Services”). We may also integrate third party technologies into our Service and host our content on Third Party Services. These Third Party Services are not owned, controlled, or operated by us, and you acknowledge and agree that we are not responsible or liable for the information, content, products, technologies, or services on or available from such Third Party Services, or for the results to be obtained from using them. By connecting to the Service with a third-party service (e.g., Facebook), you give us permission to access and use information, content and/or material you have supplied to that service as permitted by that service, and to store your log-in credentials for that service. You agree that you will abide by any third-party company policies and terms necessary in using our Website or Service (such as a third-party publisher terms of use or Facebook terms of use). If you choose to access, transact with, or otherwise interact with any such Third Party Services, you do so at your own risk. You assume sole responsibility for your use of Third Party Services. For more information on Third Party Services, see our Privacy Policy.

7. Service Features.


A. Wireless Features.

The Service may offer features that are available to you via your wireless Device including the
ability to access the Service’s features and upload content to the Service (collectively, “Wireless
Features ”). By using the Service, you agree that Company may collect information related to
your use of the Wireless Features as described in our Privacy Policy, and may change, alter, or
modify the settings or configurations on your Device in order to allow for or optimize your use
of the Service. Data rates and other carrier fees may apply.

B. Communications.

You can opt-out of receiving certain promotional e-mails from us at any time by following the
instructions as provided in e-mails to click on the unsubscribe link, or contacting us here with the word UNSUBSCRIBE in the subject field of the e-mail. Your opt-out will not affect non-
promotional e-mails, such as those about your account, transactions, servicing, or Company’s
ongoing business relations.

Please note that any opt-out by you is limited to the e-mail address, device, or phone number
used and will not affect subsequent subscriptions.

8. Privacy Policy.


For information about our data protection practices, please read our privacy policy
available here. This policy explains how we treat your personal information, and how we protect your privacy when you use the Service. You agree to the use of your data in accordance with our Privacy Policy.

9. Governing Law and Venue for Disputes.

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR
LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO
HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY
BINDING ARBITRATION AND A CLASS ACTION WAIVER.

A. We Both Agree to Arbitrate.

You and Company agree to resolve any claims relating to this Agreement through final and
binding arbitration, except to the extent you have in any manner violated or threatened to violate Company’s intellectual property rights (for example, trademark, trade secret, copyright, or patent rights). Under such circumstances Company may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described herein.

B. What is Arbitration.

Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly.
Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.

C. Arbitration Procedures.

The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures in front
of one arbitrator. If there is a conflict between JAMS Rules and the rules set forth in this
Agreement, the rules set forth in this Agreement will govern. The JAMS Rules and instructions
for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-
352-5267. To initiate arbitration, you or Company must do the following things:

(1) Write a demand for Arbitration. The demand must include a description of the
Claim and the amount of damages sought to be recovered. You can find a copy of a
demand for Arbitration at www.jamsadr.com.

(2) Send three copies of the demand for Arbitration, plus the appropriate filing fee to:
JAMS to your local JAMS office or to JAMS, Two Embarcadero Center, Suite 1500, San
Francisco, CA 94111.

(3) Send one copy of the demand for Arbitration to the other party.

Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If
travelling to New York is a burden, you may participate in the arbitration by phone or via
document submission to the fullest extent allowable by the arbitrator. Each party will bear their
own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue
burden and in that case, we will pay for your portion of the arbitration administrative costs (but
not your attorneys’ fees). Arbitration under this agreement shall be held in the United States in
New York, NY under New York law without regard to its conflict of laws provisions. The
arbitration may award on an individual basis the same damages and relief as a court (including
injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any
court of competent jurisdiction.

D. Authority of Arbitrator.

The arbitrator will decide the rights and liabilities, if any, of you and Company, and the dispute
will not be consolidated with any other matters or joined with any other cases or parties. The
arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The
arbitrator shall have the authority to award monetary damages and to grant any non-monetary
remedy or relief available to an individual under applicable law, the Arbitration Rules, and this
Agreement. The arbitrator shall issue a written award and statement of decision describing the
essential findings and conclusions on which the award is based, including the calculation of any
damages awarded. The arbitrator has the same authority to award relief on an individual basis
that a judge in a court of law would have. The award of the arbitrator is final and binding upon
you and Company.

E. No Class Actions.

You also acknowledge and understand that, with respect to any dispute with us, our officers,
directors, employees, agents or affiliates, arising out of or relating to your use of the Service or
this Agreement:

You may only resolve disputes with us on an individual basis, and may not bring a claim as a
plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations,
class actions, private attorney general actions, and consolidation with other arbitrations are not
allowed.

You agree to resolve any disputes related to this Agreement as an individual and not as a class or join any class. You hereby waive your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute. You understand that, in return for
agreement to this provision and the dispute provision above, we are able to offer the Service at
the terms designated, and that your assent is an indispensable consideration to this Agreement.


F. Waiver of Jury Trial.

THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS
TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead
electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are
typically more limited, more efficient and less costly than rules applicable in court and are
subject to very limited review by a court. In the event any litigation should arise between you
and Company in any state or federal court in a suit to vacate or enforce an arbitration award or
otherwise, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead
electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE
BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO
ACCEPT THIS AGREEMENT TO ARBITRATE.

G. Choice of Law/Forum Selection.

In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, this Agreement, and your relationship with us under this Agreement, shall be governed by the laws of the State of New York without regard to its conflict or choice of laws provisions. You further expressly agree and consent to the exclusive jurisdiction and venue of a court of competent jurisdiction located in New York, NY.

10. NO WARRANTIES.

THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS,
WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST
EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-
INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY,
RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN
CONNECTION WITH YOUR USE OF THE SERVICE, OR THAT THE SERVICE,
INCLUDING, WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER
INFORMATION STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN

ANY WAY CONNECTED WITH THE SERVICE, WILL MEET YOUR REQUIREMENTS
OR BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. WE
TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT
YOU OR ANY THIRD PARTY SUBMITS, POSTS OR SENDS OVER THE SERVICE. YOU
ARE SOLELY RESPONSIBLE FOR YOUR SUBMISSIONS AND THE CONSEQUENCES
BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT
YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS
OR USE THE SERVICE.

NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE
ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES
ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM COMPANY
INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.

11. DISCLAIMER OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR
PARENTS, SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR DIRECTORS, MEMBERS,
MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS, BE
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE
OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND/OR THE SERVICE PROVIDED HEREUNDER OR ANY OTHER
INTERACTIONS WITH US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE
ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS,
PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS OR
LEGAL THEORY.

NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE
ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES
ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM COMPANY
INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.

12. Release and Indemnification.

You agree to defend, indemnify and hold harmless the Company Parties from and against any
and all claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’
fees and costs) arising out of or in connection with any of the following: (i) your breach or
alleged breach of this Agreement; (ii) your Submissions; (iii) your misuse of the Service; (iv)
your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any
governmental or quasi-governmental authorities; (v) your violation of the rights of any third
party, including any intellectual property right, publicity, confidentiality, property or privacy
right; (vi) your use of a Third Party Service; or (vii) any misrepresentation made by you.
Company reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Company’s defense of any claim. You will not in any event settle any claim without the prior written consent of
Company.

This provision does not require you to indemnify us for any unconscionable commercial practice
by us or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.

 

13. Updates to this Agreement.


We reserve the right, at any time in our sole discretion, to modify or replace any part of this
Agreement and any applicable Additional Terms, without prior notice. You agree that we may
notify you of any updates to this Agreement and any applicable Additional Terms by posting
them on the Service so that they are accessible via a link from the home page, and/or to send you an e-mail to the last e-mail address you provided to us. All such changes are effective
immediately when we post them, or such later date as may be specified in the notice of updates to this Agreement and any applicable Additional Terms. If you object to any such changes, your sole recourse is to cease using the Service.

14. General Provisions.

A. Consent or Approval.

No Company consent or approval may be deemed to have been granted by Company without
being in writing and signed by an officer of Company.

B. Severability; Interpretation.

If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Agreement.

C. Assignment, Sublicense or Transfer.

Company may assign its rights and obligations under this Agreement and any applicable
Additional Terms, in whole or in part, to any party at any time without any notice.
You may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate this Agreement.

D. Entire Agreement; No Waiver.

This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter. All provisions that should by their nature survive the termination of this
Agreement shall survive the expiration of this Agreement including, without limitation, the rights and licenses you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, no class action, and no trial by jury. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless
evidenced by a writing signed by the party making said waiver or promise.

E. International Issues.

The Service is controlled and operated from facilities in the United States. We make no
representations that the Service is appropriate or available for use in other locations. You agree
that the United Nations Convention on Contracts for the International Sale of Goods does not
apply to this Agreement or to any sale of goods carried out as a result of your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable national, state, local or other laws, statutes, directives, rules, regulations, and all interpretations or orders of any government, administrative or regulatory authority or court, including but not limited to those related to export and import of software, technical information or services.

F. Investigations; Cooperation with Law Enforcement.

Company reserves the right to investigate and prosecute any suspected breaches of this
Agreement or the Service. Company may disclose any information as necessary to satisfy any
law, regulation, legal process or governmental request.

G. California Consumer Rights and Notices.

Residents of California are entitled to the following specific consumer rights information: you
may contact the Complaint Assistance Unit of the Division of Consumer Services of the
Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California,
95814, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.