WEBSITE USE AND LIMITED MATERIAL LICENSE AGREEMENT
IMPORTANT – READ CAREFULLY – It is your exclusive obligation to review the Agreement carefully and to understand it. Please do so. If you do not agree to all of the terms of the Agreement, Company does NOT authorize you to access or use the Website in any way, transact business with the Company through the Website or otherwise in any way, or access or use the Materials in any way.
The Website and Materials, and any services of Company related thereto, offered by Company are available only to individuals who are at least eighteen (18) years of age and who can enter into legally binding contracts under Virginia state law. The Company reserves the right, in its sole discretion, to deny any order of anyone at any time and for any reason, whatsoever. By accessing the Website, you certify that you are at least eighteen (18) years of age and agree to provide true, accurate, current and complete information when asked for such information.
You expressly acknowledge that this Agreement is legally binding, governs your use of the Website and/or the Materials, and/or the transaction of any business with Company, and you agree to be bound by each term of the Agreement. When you transact business with the Company, you certify that you have read, understood, and agree to be bound by all of the terms in the Agreement.
1. Click-Wrap Agreement
You acknowledge and agree that this Agreement constitutes a lawful and valid “Click-Wrap” Agreement which means that, prior to allowing you to submit an order or access Materials, the Website presents you with a message on your computer screen requiring that you affirmatively manifest your assent to the terms of this Agreement by clicking on an icon. Specifically, the Website clearly and conspicuously displays this Agreement and, thereafter, requires you to click a box wherein you indicated that you have read, understood and agree to be bound by this Agreement. The Website does not allow you to proceed through the order process, submit an order, or access any materials unless you affirmatively manifest your assent to the terms of this Agreement by clicking in the box. The Website records your clicking in the box and your IP address as a way to verify that you completed the foregoing “Click-Wrap” steps prior to submitting your order and billing information.
2. Materials and Requests for License
2.1 Materials. “Materials” is defined as broadly as possible to include any and all materials available for access, download or delivery through the Website in any format, including as examples, training coursed, lectures, consulting information, articles, and instructional materials. Materials are listed through the “Courses” and “Updates” sections of the Website.
2.2 Request for Limited License. Company offers limited licenses for the access and limited use of Materials through its Website and consistent with this Agreement. To submit a Request for License, you must access the Website, add the Materials to your shopping cart, agree to be bound by this Agreement, and pay the licensing fee as stated on the Website.
2.3 Delivery of Materials. During checkout, you will be required to provide either an email address, a physical address, or both. Within a commercially reasonable time after your license fee is collected, Company will deliver the materials to you, or in the event of digital Materials, access information, either via email, where possible, or through a courier service such as UPS or USPS.
3. Billing and Payment
3.1 General Payment Requirements. User agrees to pay all licensing fees and other charges by credit card or debit card payment. All fees are due immediately upon request of a license (i.e., upon the conclusion of the checkout process). Company utilizes third-party payment applications and will not retain any of your credit card information. Except where prohibited by applicable laws, if you pay any fees due hereunder via credit or debit card, then Company reserves the right to charge you a surcharge of three percent (3%) of the total amount due hereunder, and you hereby consents to such charge being made against your credit or debit card. You are solely responsible for all taxes, charges or duties including, without limitation, sales, use, value added, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on the license fee and/or any related services provided under this Agreement.
3.2 Digital Materials. All prices for the digital Materials are set on the Website and are subject to change at any time without notice to you. Please check the Website for current pricing. The total cost for the digital Materials shall be the posted price and any taxes or other similar charges as listed in Section 3.1 herein. The total price of your license will be disclosed to you prior to checkout, and by completing the checkout process, you agree to pay the full amount.
3.3 Physical Materials. All pricing for the physical Materials is set on the Website and are subject to change at any time without notice to you. Please check the Website for current pricing. In addition to the base pricing, you are also required to pay shipping and handling charges for physical Materials, in addition to any taxes or other similar charges as listed in Section 3.1 herein. The total price of your license will be disclosed to you prior to checkout, and by completing the checkout process, you agree to pay the full amount.
3.4 Cancellations. All sales are final. Company does not accept the cancellations, or provide a refund for, any license fees paid. If you believe you have a special circumstance that required consideration, please contact the Company directly.
3.5 Electronic Signature. As part of your submitting any order through the Website, you will be required to type your name. This constitutes your electronic signature, and it is your verification that your name, address, and billing information is correct and that you have read, understood, and agree to be bound by this Agreement.
YOU AGREE THAT THE COMPANY MAY RELY UPON YOUR TYPE-WRITTEN ELECTRONIC SIGNATURE AS CONFIRMING YOUR AGREEMENT TO PURCHASE THE PRODUCTS ORDERED AND TO BE BOUND BY THIS AGREEMENT. You also acknowledge and agree that the Company’s reliance upon your electronic signature is specifically sanctioned by the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act. Both laws specifically preempt all state laws that recognize only paper and handwritten signatures, which shall hereby be deemed waived by you.
4. Grant of License; Proprietary Rights; Conditions and Limitations of Use
4.1 Grant of Limited License. For a period of 12 months, and upon payment of the full license fee, and subject to terms of this Agreement, Company will provide you with a personal, worldwide, non-exclusive, non-transferable, revocable license to access and use the Materials for which you have paid the license fee. You may use the Materials only in the original format provided, and only for your own personal education. The Materials for which you pay the license fee are licensed to a single individual and may not be used by any person other than the individual who paid the license fee. You may not, under any circumstances, use the Materials for any non-personal or commercial purpose. You may not re-create, copy, share or resale any Materials. You may not directly or indirectly: (i) make or distribute copies of the Materials; (ii) modify, transfer, translate, reverse engineer, exchange, decompile, disassemble or create derivative works of the Materials; or (iii) loan, lease, sub-license or otherwise attempt to grant rights in the Materials to third parties. Except for the sole right to use the Materials for your own personal education, Company grants no other rights to you, and Materials will, and do, remain the sole and exclusive property of Company in any part, form or format. Further, the Materials are considered to be Confidential Information, and your license permits you, and only you, to view the Confidential Information.
4.2 Company Proprietary Rights and Ownership. The Materials are licensed, not sold, and Company reserves all rights not expressly granted in this Agreement. You acknowledge that Company retains all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Materials and this Website, and any or all modifications to either regardless of: (a) whether such intellectual property notices appear on the materials or (b) whether such intellectual property notices have been filed with governmental agencies. Nothing in this Agreement will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Website or Materials, or any intellectual property rights relating thereto. You agree that you will not disclose to anyone any proprietary or confidential information of Company which you may receive through the Materials or your use of the Website and/or transaction of business with Company, and that you will not use any such information to compete against Company or reverse engineer Company’s Website or Materials.
4.3 Competition. No competitors or future competitors are permitted access to the Materials, and any such access is unauthorized and forbidden. You agree that you are not a competitor and will not copy, record, publish, compile, reproduce, republish, use or resell for any competing commercial purpose any of the Materials in any part, form or format.
4.4 Third Party Data. You understand and agree that any third party data, content, materials or software (“Third Party Content”) which may be published on the Website or in the Materials, otherwise made available through the Website or Materials, or incorporated therein, may be subject to third party licenses. Such licenses may be altered or revoked at any time by the applicable third party licensor, and you expressly acknowledge and agree that any such revocation, and Company’s restricting access to the Third Party Content from you that results therefrom, shall not constitute a material breach of this Agreement.
4.5 User Data. You represent and warrant that all data, submissions, materials and content (“User Data”) that you provide in conjunction with your use of the Website and/or the Materials is owned by you or you otherwise have the right to provide such User Data to Company. You also represent and warrant that any use or transmission of User Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party, and you shall defend, indemnify and hold Company harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by Company or which are agreed by Company to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by you. You shall not be entitled to settle or compromise any such claim made against Company without Company’s prior written consent, which shall not be unreasonably withheld.
4.6 User IDs and Passwords. Company may assign to you one or more user IDs and passwords that will enable you to access the Materials. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords, and you are solely responsible for any losses arising from another party’s use of such IDs and passwords, either with or without your knowledge. You agree that you will use the Materials only for lawful purposes and in accordance with this Agreement.
4.7 Digital Millennium Copyright Act. Company has not taken and will not take content from you or any third party unless it has been assigned to Company pursuant to law. However, if you are a copyright holder and have a good faith belief that any content or materials posted on this Website infringes your copyright, please send to us your notification of claimed infringement requesting the material to be removed or blocked. Your notice must contain the following: (a) reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works, including title(s), author(s), any U.S. Copyright Registration number(s), URL(s) etc.; (b) reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the copyright holder’s work(s) (for example, file name or URL of the page(s) that contain(s) the material); (c) your contact information so that we can make contact with you (including for example, your address, telephone number, and email address); (d) a statement that you have a good faith belief that the use of the material identified above in “b” is not authorized by the copyright owner, its agent, or the law; (e) a statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner; and (f) your signature. Prior to sending us notice, you may wish to consult a lawyer to determine your rights and legal obligations under applicable laws. Nothing here or anywhere on this Website is intended as a substitute for qualified legal advice. You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may temporarily or permanently remove the identified materials from the Website without liability to you or any other party.
4.8 Use of Website. This Website is being made available solely for your personal use only for browsing and purchasing licenses to the Materials, and communicating with us. You may NOT use this Website or its content: (a) for any commercial purpose; (b) for any unlawful purpose; (c) to solicit others to perform or participate in any unlawful acts; (d) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (e) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (f) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or gender; (g) to submit false or misleading information; (h) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of this Website or of any related website, other websites, or the Internet; (i) to collect or track the personal identification information of others; (j) to spam, phish, pharm, pretext, spider, crawl, or scrape; (k) for any obscene or immoral purpose; or (l) to interfere with or circumvent the security features of this Website or any related website, other websites, or the Internet.
You may NOT resell or make commercial use of this Website, any of its content or any of the Products. You may NOT modify, adapt, translate or convert into another form any portion of this Website. You may NOT copy, reproduce, download, display, perform, transfer, transmit or publish any of the content of this Website by any means or in any form, other than for your own personal use. You may NOT access this Website from any jurisdiction where doing so would be illegal. You agree to use this Website only for its intended purpose and in a manner that is authorized. Without intending any limitation of the above prohibitions, you agree to comply with all laws pertaining to privacy, data collection and protection, intellectual property, contract and other applicable laws, including but not limited to those laws in the jurisdiction in which you reside or from which you use this Website, and you agree not to transmit any worms, viruses or any code of a destructive nature. We reserve the right to terminate your authorization to use this Website should you violate any of the prohibited uses.
If you know of, or suspect, copyright or trademark infringement or other unauthorized or improper use of the contents of this Website by others, including but not limited to uses for commercial purposes, please notify Company.
6. Disclaimer and Claim Limitation Period
6.1 You acknowledge that the Website and/or Materials may be provided over the Internet and therefore the availability of the Website and/or Materials may be affected by factors outside of Company’s reasonable control. Company has no responsibility whatsoever for unavailability of the Website and/or Materials, or any difficulty or inability to download or access the Website and/or Materials or for any other failure which may result in the Website and/or Materials being unavailable.
6.2 Disclaimer. ALTHOUGH COMPANY TAKES REASONABLE EFFORTS TO VERIFY THE CONTENT OF THE WEBSITE AND/OR MATERIALS, COMPANY DOES NOT REPRESENT OR GUARANTEE THAT THE CONTENT IS ACCURATE, COMPLETE, USEFUL, TIMELY OR RELIABLE OR THAT THIS WEBSITE WILL OPERATE WITHOUT ERROR OR DISRUPTION. THIS WEBSITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. COMPANY MAY MAKE CHANGES TO THE CONTENT OF THIS WEBSITE AND MATERIALS OFFERED AT THIS WEBSITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY MATERIALS, AT ANY TIME WITHOUT NOTICE. THE CONTENT OF THIS WEBSITE OR MATERIALS AVAILABLE AT THIS WEBSITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR MATERIALS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THIS WEBSITE AND/OR MATERIALS IS AT YOUR SOLE RISK, AND THE WEBSITE AND/OR MATERIALS IS/ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO SERVICES PROVIDED ON THIS WEBSITE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT (i) THE WEBSITE AND/OR MATERIALS WILL MEET YOUR REQUIREMENTS, (ii) THE WEBSITE AND/OR MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS OR MALWARE FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE AND/OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY CONTENT OR OFFERINGS USED, OBTAINED, PURCHASED AND/OR LICENSED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS, OR (v) ANY ERRORS IN THE WEBSITE AND/OR MATERIALS WILL BE CORRECTED; AND (C) ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED FROM THIS SITE IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE THAT RESULTS FROM THE USE OF ANY SUCH MATERIAL.
WE ARE NOT RESPONSIBLE FOR YOUR DEALINGS WITH ANY THIRD PARTY RELATED TO YOUR USE OF THIS WEBSITE AND/OR MATERIALS. YOU AGREE TO RESOLVE ANY DISPUTES WITH THIRD PARTIES DIRECTLY WITH SUCH PARTIES, AND YOU AGREE NOT TO INVOLVE COMPANY IN ANY DISPUTE WITH THIRD PARTIES. YOU RELEASE COMPANY FROM ALL CLAIMS, DEMANDS AND DAMAGES RELATED TO DISPUTES BETWEEN YOU AND THIRD PARTIES.
COMPANY MAKE NO PROMISES AND DISCLAIM ALL LIABILITY FOR USE OF THIS WEBSITE AND/OR MATERIALS OUTSIDE THE UNITED STATES AND CANADA.
6.3 Claim Limitation Period. You acknowledge and agree that you may not bring any legal action, regardless of form, arising out of this Agreement or relating to the Materials or Website, more than one year after you have knowledge, or reason to know, of the occurrence which gives rise to the cause of such action, regardless of whether you have yet suffered any injury therefrom.
7. Limitation of Liability
YOUR EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY, IF ANY, FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT, YOUR USE OF THIS WEBSITE, AND YOUR LICENSE AND USE OF ANY MATERIALS, OR FOR ANY DISPUTE AS DEFINED HEREIN, SHALL BE LIMITED TO THE AMOUNT YOU PAID US FOR LICENSES.
IN NO EVENT SHALL COMPANY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM HARM TO PERSON OR PROPERTY, LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE AND/OR MATERIALS, OR INABILITY TO USE THIS WEBSITE AND/OR MATERIALS. FURTHER, COMPANY SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES.
IF YOU ARE DISSATISFIED WITH THIS WEBSITE, ANY CONTENT ON THIS WEBSITE, THE MATERIALS, OR THESE TERMS, YOUR SOLE REMEDY AND EXPRESS OBLIGATION IS TO STOP USING THE WEBSITE AND MATERIALS. DO NOT MAKE ANY PURCHASES FROM THE WEBSITE. IN THE EVENT YOU FAIL TO STOP USING THE WEBSITE AND CLAIM SOME INJURY AS THE RESULT, YOU AGREE TO INDEMNIFY AND HOLD COMPANY HARMLESS FROM ANY AND ALL LOSSES OR DAMAGE, INCLUDING ATTORNEY’S FEES INCURRED BY COMPANY IN DEFENSE OF ANY ACTION INITIATED BY YOU OR A THIRD PARTY.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
8. Changes and Environment
8.1 Changes. Company may from time to time at its sole discretion update the Materials and reserves the right to add, delete, and/or substitute any portion of any Materials. Any such changes shall not constitute a breach of this Agreement.
8.2 Environment. Company will provide access to the digital Materials via the Internet. The Materials will be hosted on a server that is maintained by Company or its designated third party supplier or data center. You are solely responsible for obtaining and maintaining at your own expense, all equipment needed to access the Materials, including but not limited to Internet access and adequate bandwidth.
9. Third Party Service Interoperability
The Website and related services provided by Company may contain features designed to interoperate with third party services and/or applications. To use such features, you may be required to obtain access to such services and/or applications from third party providers, and may be required to grant Company access to such third party provider account(s). If such third party provider ceases to make service or application available for interoperation with the corresponding features provide by Company on reasonable terms, Company may cease providing those features without entitling you to any refund, credit, or other compensation.
10. ADA Policy
Company’s goal is to permit customers and potential customers to successfully gather information and conduct business through the Website, including individuals with visual impairments that use screen readers to view the Website. Company has taken steps and is devoting resources to promote Website accessibility.
If you have difficulty accessing features or functions on this website, email us at firstname.lastname@example.org and/or call our customer service line at [encode]+1-571-577-8088[/encode] and we will work with you to provide the information you seek.
11.2 Representations and Warranties. You represent and warrant that the content in any of your Submissions is your own original content and that no other person has any rights thereto. You represent and warrant that your Submissions do not and will not violate any right(s) of any third-party, including copyright, trademark, privacy, or other personal or proprietary right. You further agree that your Submissions will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of this Website or any related website. You may not use false personal identification information, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of your Submissions. You are solely responsible for the Submissions you make and their complete accuracy.
11.3 Communications Decency Act. Regarding Submission, Company invokes Section 230 of the Communications Decency Act (47 U.S.C. § 230) (hereinafter “CDA”). Company advises users of its Website that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist the customer in limiting access to material that is harmful to minors. Pursuant to the CDA, Company takes no responsibility and assume no liability for any Submissions you make to us. Company may, but has no obligation to, monitor, edit or remove content that Company determines in its sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or in violation of any third-party’s intellectual property rights or this Agreement.
12.1 Your license automatically terminates in the event of any of the following: (i) breach of any terms, conditions, warranties or representations in this Agreement; (ii) upon your becoming the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership; or (iii) your becoming a respondent or defendants in any legal or equitable proceeding on investigation arising in any way out of your use of the Materials or Website.
12.2 Company reserves the right to restrict access to the Materials without prior written notice in the event of non-payment. If you do not cure your non-payment by paying all amounts due within five (5) business days, your license automatically terminates.
12.3 Upon termination, you immediately cease all use of the Materials and return all physical Materials in your possession, at your own expense, and destroy any digital Materials in your possession that cannot be reasonably returned.
13.1 By Company. Company shall defend you against any claim or lawsuit brought by a third party (a “Claim”) against you to the extent such Claim alleges that the Materials, when used in accordance with the terms of this Agreement, infringe any patent, copyright or trademark, or misappropriate a trade secret of a third party. Company will further indemnify you for all damages finally awarded against you by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by Company, arising out of such Claim. Company reserves the right, at its expense, to assume the exclusive defense and control of any such Claim, in which event you will cooperate with Company in asserting any available defenses. Company shall have no defense or indemnification obligation or other than as expressly stated in this Section 10.1.
13.2 By You. You agree to defend, indemnify, and hold Company (and its directors, officers, employees, affiliates, agents, contractors, suppliers, service providers or licensors) harmless from all liabilities, claims, and expenses, including attorneys’ fees that may arise from your use or misuse of this Website and/or the Materials, your breach of this Agreement, or your violation of any law or the rights of a third-party. Company will provide notice to you promptly of any such claim, suit, or proceeding. Company reserves the right, subject to full reimbursement by you for any and all costs and fees appurtenant thereto, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Company in asserting any available defenses.
14. Dispute Resolution Policy
14.1 Disputes. A “Dispute” shall be defined as any controversy, claim, dispute or difference between you and Company arising out of or relating to the Agreement, this Website, the Materials, any promotion, advertisement, statement and/or representation related to the Company and/or the Materials, and/or any other action taken by you or Company that relates in any way to your transaction of business, communication, and/or interaction with Company. It is intended to be construed as broadly as possible.
14.2 Choice of Law. All Disputes will be governed by the laws of the state of Virginia, United States of America, without regard to any conflict of law principles.
14.3 Mediation. Prior to pursuing any claim as set forth in Section 11.4 herein, you agree to mediate any Dispute with Company. Mediation shall be conducted in good faith, shall not require the physical presence of either party (i.e., may be conducted telephonically, via Skype, etc.), and will be conducted by a non-biased, independent mediator located in Fairfax County, Virginia. All parties to the mediation agree to equally split the mediator fees and associated costs. Failure to timely pay such fees or costs shall be deemed a material breach hereof and shall warrant the immediate entry of requested relief against the breaching party (i.e., default judgment, dismissal with prejudice, etc.).
14.4 Arbitration. IF MEDIATION IS UNSUCCESSFUL, ANY DISPUTE SHALL BE RESOLVED SOLELY AND EXCLUSIVELY BY BINDING ARBITRATION TO BE HELD IN OR NEAR FAIRFAX COUNTY, STATE OF VIRGINIA BY A SINGLE DISINTERESTED ARBITRATOR AND PURSUANT TO VIRGINIA LAW. YOU EXPRESSLY ACKNOWLEDGE THAT ARBITRATION DOES NOT PERMIT JUDICIAL OR CLASS ACTION PROCEEDINGS, AND YOU EXPRESSLY WAIVE YOUR RIGHT TO PARTICIPATE IN A JUDICIAL OR CLASS ACTION PROCEEDING, EITHER AS A REPRESENTATIVE, PARTICIPANT OR MEMBER AND YOU EXPRESSLY AGREE TO PROCEED IN A NON-CLASS ARBITRATION.
Except as may be required to enforce an arbitration decision, you and the Company expressly waive the right to file any legal action in any other state or federal court or before any other tribunal, and the right to a trial by jury.
14.5 Attorney’s Fees. In any event any action is brought by either party arising out of or relating to this Agreement, whether sounding in contract, tort or otherwise, the parties shall be responsible for payment of their own attorney’s fees and costs.
Any notice hereunder shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via e-mail, provided that the receiving party acknowledges receipt by return email or that sender receives an automated confirmation of receipt.
16. Force Majeure
Company will not be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts of third parties, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, disruptions of service providers and technology, or any act or failure to act by you. The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of their respective obligations hereunder. Company is not liable for excusable delay.
Company may assign or transfer this Agreement, in whole or in part, for any reason, at any time without notice to you.
18. International Use
18.1 Although this Site may be accessible worldwide, we make no representation that Materials available on this Website are appropriate or available for use in locations outside the United States. Those who choose to access this Website from outside the United States do so on their own initiative and at their own risk. If you choose to access this Website and to license Materials, you are responsible for compliance with local laws in your jurisdiction, including but not limited to protection of personal identification information and the taxation of products purchased over the Internet. Any offer for Materials made in connection with this Website is void where prohibited. Company reserves the right to refuse or rescind the licenses from locations outside the United States. Where a purchase outside the United States is allowed to occur, Company reserves the right to modify or void any or all refund and warranty policies.
18.2 European Union. Expressly included as part of this agreement for EU citizens only is Company GDPR Policy.
19. Entire Agreement; Severability; Waiver
This Agreement supersedes any prior agreement or understanding between the parties whether oral or written in relation to its subject matter, and may only be modified by a written amendment signed by authorized representatives of each party. The various provisions and sub-provisions of this Agreement are severable and if any provision or sub-provision is held to be unenforceable by any court of competent jurisdiction then the parties agree to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the original intention of the invalid or unenforceable term or provision. The unenforceability of any one or more provisions shall not affect the enforceability of any other provisions. Company’s failure to exercise or enforce any right, power or remedy under this Agreement shall not operate as a waiver thereof.
20. Company Contact
Chrysinou Consulting LLC
[encode]P.O. Box 1625[/encode]
[encode]Herndon, Virginia 20172[/encode]
ACCEPTANCE OF AGREEMENT
The content contained in this Agreement, and the analyses, opinions, research, and any other information provided by or through the Website, through Customer Support, or through any other agent of the Company may be updated or amended from time to time, in whole or in part, without specific notice to you. The latest terms of this Agreement will be posted on the Website. Your continued access or use of the Website and/or Materials, or receipt of new licenses shall constitute your acceptance of all of the terms, conditions, representations and warranties posted at the time of those specific transactions. You agree to regularly check the Website for such updates or amendments