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PSFK TERMS OF USE

1. Acceptance of Terms

a. PSFK LLC (the “Company” or “PSFK”), along with its parent, subsidiaries and affiliates, offers the PSFK website (the “Website”), online and digital services, reports, promotions, electronic commerce, online consultations, online webinars and online presentations via mobile and web (the “Service”) that is accessible to you and other users who have chosen to use the Service (collectively, “users”). These Terms of Use are a legal agreement (the “Agreement”) between you and the Company governing your access to and use of the Service, which includes any software related to the Service (the “Software”). The Service is offered to you conditioned upon your acceptance, without modification, of this Agreement. YOUR USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AND INDICATES YOUR WILLINGNESS TO BE BOUND BY THESE TERMS OF USE.

b. The Services is only available to, and may only be used by, individuals and entities able to form legally binding contracts under applicable law. The Services hereunder are not available to children (persons under the age of eighteen) or to any user whose use of the Services has been suspended or revoked. If you are under the age of eighteen, please stop using the Service.

c. Company reserves the right to change the terms, conditions, and notices under which it offers the Service at any time and without advance notice, and such modifications will be deemed effective immediately upon posting. You are responsible for regularly reviewing this Agreement and any changes made to this Agreement. You can review the most current version of this Agreement at any time at: https://psfk.com/legal/termsofuse. This Agreement incorporates by reference PSFK’s privacy policy, which you can review the most current version of at: https://psfk.com/legal/privacypolicy.

2. Access; License; General Prohibitions Regarding Your Use of the Service

a. Subject to your compliance with this Agreement, Company grants you a personal, limited, non-transferable and non-exclusive right and license to transmit and display the Service and the Software for personal, non-commercial use. Except as necessary to use the Service, you shall have no rights to the Software and related documentation subsisting in the Service, or any enhancements or modifications thereto, provided to you in order to access the Service. You shall not sublicense, assign or transfer any license granted to you, and any attempt to do so shall be null and void. You shall not otherwise publicly display, reproduce, distribute, modify, reverse engineer or create derivative works of the Service or Software. You may not share the Service with any other person, including without limitation, by duplicating or sharing accounts or memberships.

b. You may not use the Service or the Software, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement or for any commercial purpose, except with respect to Paid Deliverables (as defined below).

3. Contact Information, Registration, and Security

a. To receive emails and newsletters, or to register for a membership with Company, you must provide specific information, which may include your first name, last name, corporate or organizational e-mail address, company name, industry and other information that may be voluntarily provided by you to the Company. All information must be accurate and updated. You must maintain a valid email address to receive newsletters.

b. Company may use your e-mail address to send you reminders of activity via the Service. If you do not wish to receive promotional e-mail correspondence, there is a link in the bottom of each such email sent to you with an “Unsubscribe” link. You must click this link and follow the instructions to remove yourself from the newsletter.

c. In order to access portions of the Service, Company may now or in the future allow you to register for a unique user ID, or otherwise require you to provide identifying information to Company or a third-party supplier to offer certain Services (including financial information), which may require you to establish a password and other security codes (“User Codes”). The following terms will apply with respect to your User Codes:

i. You agree to provide true, accurate, current and complete information about yourself as prompted by any registration or transaction forms (“Registration Information”) and maintain and promptly update the Registration Information to keep it true, accurate, current and complete. You hereby authorize Company, directly or through third parties, to make any inquiries necessary to validate your Registration Information. Company reserves the right to vigorously pursue legal action against all persons who misrepresent personal information in any transactions or are otherwise untruthful about their identity, including without limitation, providing User Codes to any unauthorized third party. Company further reserves the right to suspend or cancel accounts registered with inaccurate or incomplete information, or that Company determines have been improperly shared with unauthorized users. Notwithstanding the foregoing, you acknowledge that Company cannot guarantee the accuracy of any information submitted by any user, nor any identity information about any user.

ii. You are responsible for maintaining the confidentiality of your User Codes. You agree that you will be fully responsible for all activities that occur utilizing your User Codes, and that Company has no duty to inquire as to the authority or propriety of instructions provided via your User Codes, or to otherwise verify the identity of anyone using your User Codes. You agree that Company shall not be responsible for damages or losses resulting from any breach of security caused by loss or your failure to maintain the confidentiality of your User Codes. If you permit access to your User Codes by third parties, then you agree to defend, indemnify and hold Company harmless against any liability, losses, damages or costs and expenses (including attorneys’ fees) arising out of, or resulting from, such access and related use of the Services. You also agree to immediately notify Company if you become aware of any loss or theft of your User Codes or any unauthorized use of your User Codes. Company reserves the right to block your User Codes for any reason.

iii. For your protection, Company may require the use of encryption technologies for certain types of communications conducted through the Service. Although Company may provide those technologies and might use other reasonable precautions to protect confidential information and provide suitable security, to the maximum extent permitted by law, Company does not guarantee or warrant that information transmitted through the internet or any data network is secure, or that such transmissions will be free from delay, interruption, interception or error.

4. Memberships; Payments; Paid Deliverables; Site Transactions.

a. Company offers three tiers of membership: Purple Monthly, Purple Annual, and Premium (each, a “Membership”). Features and Services included for each Membership are described at: https://www.psfk.com/membership. Users who purchase a Membership with Company (“Members”) will have access to additional Services and Paid Deliverables (as defined below). Your Membership may be billed month-to-month or annually depending on the option you choose. Purple Memberships will automatically renew unless and until you cancel the Membership or Company terminates it. Company will bill the renewed Purple Membership Fee to your saved billing method. To avoid unwanted renewal charges, you must elect to cancel your Purple Membership by deselecting the auto-renew option under your account information page. Premium Memberships will not automatically renew. You may receive a reminder email to renew your Premium Membership prior to its expiration.

b. Company may offer special promotional plans or memberships on a case-by-case basis with different terms and conditions. Any terms therein that are materially different from the terms of this Agreement will be disclosed to you prior to your registration and payment. Company reserves the right to amend, modify, or terminate offered membership plans.

c. In addition to your Membership, PSFK may offer, from time to time, certain transactions via the Website, including but not limited to services, data, reports and products offered through the Website (the “Paid Deliverables”). Notwithstanding restrictions in this Agreement to the contrary, but subject to your adherence to all other terms and conditions contained herein, you may use Paid Deliverables for your internal marketing, branding and other commercial purposes. You acknowledge that non-public information delivered to you via the Paid Deliverables is confidential and proprietary, and you may not use or disclose such information except as stated in this Agreement.

d. ALL PAYMENTS ARE NONREFUNDABLE. Following any cancellation, you will continue to have access to your Membership until its expiration date. However, Company may for any reason and at any time provide a refund, discount, or other credit or consideration (“Member Return”) to any or all of our Members. The amount and form of such Member Return and the decision to provide one is at the Company’s sole and absolute discretion. Additionally, any provision of a Member Return does not entitle other users to the same Member Return, nor does it entitle you to a Member Return for similar instances or any other instance in the future, under any circumstance.

e. By entering into any transaction through the Services (including, without limitation, purchasing a Membership or Paid Deliverables), you warrant and represent that all information you provide is true and correct (including, without limitation your credit card information and billing address), that any credit card transactions submitted by you are authorized, and that you are the legal holder of any credit card or payment account used to enter into any transaction through the Services. Furthermore, you warrant and represent that you are not a dealer, reseller or distributor of Paid Deliverables that you purchase or have access to by virtue of a Membership. You agree and warrant that you will not resell or distribute any Paid Deliverables in contravention with this agreement. If, in our sole discretion, Company determines that (i) your means of payment are not valid, (ii) the transaction is not authorized or in violation of this Agreement, (iii) your means of payment cannot be processed or verified at the time of any charge (iv) a charge is disputed for any reason other than failure by Company to deliver the product purchased by you, (v) you have abused or misused promotions or promotion codes, or (vi) you have otherwise used the Service to enter into an improper transaction, the Company reserves the right to immediately terminate any pending transactions, terminate or suspend your access to the Services or Paid Deliverables, and terminate all of Company’s obligations hereunder. In addition Company reserves the right to charge you an administrative processing fee equal to 10% of the total billable amount, which charge you hereby authorize by entering into a transaction through the Services.

f. Notwithstanding anything herein to the contrary, you agree that any formal payment dispute lodged with any bank, merchant services provider, credit card or payment card company, or any third party discount provider shall be invalid unless you: (i) notify the Company within 60 days from date of the applicable transaction that you wish to dispute any charge relating thereto, and (ii) that you have made reasonable, good faith efforts to resolve such dispute with Company directly, and such efforts have failed. You can e-mail details regarding your dispute to billing@psfk.com.

g. You agree to pay all charges and fees applicable to your transaction for Paid Deliverables or a Membership, including without limitation, sales taxes and shipping and handling, in accordance with the billing terms that were in effect at the time the charges or fees became payable. Company reserves the right to change the amount of, or the basis for determining, any charges or fees and to institute new charges or fees (such new charges or fees will only be instituted with prior notice to you).

h. While the Company does its best to ensure that Paid Deliverables information is current and complete, Company is not liable for inaccurate information or for any information that has been omitted or is out of date. Company reserves the right to suspend any promotions, update Paid Deliverables information, change prices and adjust any applicable shipping and handling fees at any time without notice. Furthermore, Company reserves the right to change, limit, refuse, or cancel any order you place with us in our sole discretion. In the event Company makes a change to or cancels an order, Company will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made, and Company will provide you a refund of any prepaid fees for Paid Deliverables that are not delivered or performed.

i. For Paid Deliverable requests where the Company provides estimated turnaround times (“Goods”), such as the Chat a Researcher tool or bespoke reports, Company’s suggested turnaround times are only an estimate in normal conditions for such Goods, and are not a guarantee. As such, Company will not refund prepayment for any Goods once an order or request has been placed unless the Company decides to do so in its sole discretion.

5. Premium Membership Services

a. Premium Members may use the Chat a Researcher tool to request bespoke reports from Company. Company has the right to deny your request if Company determines, in its sole discretion, it is not able complete such a request. Without limiting the foregoing, Premium Membership includes a maximum of one (1) bespoke report each month, at no additional cost, unless stated otherwise in a separate contract.

b. Premium Members may access downloadable reports available in the PSFK Trends Report Library. If you encounter a download error and as a result you are unable to complete a download or access a downloaded report, you should promptly contact Company and Company will work with you to resolve the issue. Without limiting the foregoing, Premium Membership includes a maximum of (1) download of each report featured at PSFK.com/reports each month, at no additional cost.

6. Termination

a. This Agreement, and any revisions to this Agreement, shall remain in full force and effect while you use the Service. You may terminate this Agreement at any time, for any reason, by ceasing to use the Website and any Services and providing written notice to terminate@psfk.com. EXCEPT AS EXPLICITLY STATED HEREIN, YOU UNDERSTAND AND AGREE THAT THE TERMINATION OF YOUR USE OF THE SERVICE IS YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH COMPANY.

b. Company reserves the right to cancel, suspend or refuse access to the Service to anyone for failure to abide by the licensing terms herein, or for any other lawful purpose, as deemed by Company’s sole and absolute discretion. Your failure to abide by the licensing restrictions contained herein will be deemed cause to terminate your access to the Service. Company’s termination or suspension of your access to the Service will be without liability, except, if applicable, for a refund as described in Section 4 above.

7. Advertisements and Third Party Content

a. From time to time, the Company may incorporate advertising, information, features and services provided by other users or third parties (“Third Party Content”). Third Party Content, whether or not provided by Company, does not imply the Company’s endorsement, approval, or verification of such Third Party Content or the policies, products or services of any third party. The Company does not always review Third Party Content and is not responsible or liable for its quality, availability or completeness, or its compliance with any law, rule or regulation. By providing access to Third Party Content, Company is not recommending the products or services of any third party. Subject to the terms of the applicable services or other applicable agreements, the Company may remove Third Party Content upon written request by its owner or licensor. Please consult the Terms of Use and Privacy Policy applicable to such Third Party Content prior to using it.

b. You acknowledge that certain Third Party Content may contain links that take you to third-party websites that PSFK has no control of. PSFK does not endorse, and makes no representation or warranties, with respect to third-party sites linked to via the Website. You agree to hold PSFK harmless from all claims, losses, costs or damages caused by viewing third-party websites.

8. User Conduct

You, and not Company, are responsible for compliance with all laws, regulations and ordinances in connection with your use of the Service.

9. Company Content & Company Proprietary Rights

a. The Service contains trademarks, logos, information, data, images, graphics, artwork, text, photographs, video, music, messages and advertising or other materials created by Company or provided by Company without the direction of a user (collectively, “Company Content”). Company owns and shall at all times retain all right, title and interest in and to the Company Content (including any intellectual property rights). You may not copy, modify, translate, reproduce, reverse engineer, publish, broadcast, transmit, distribute, perform, display, license, sell or create derivative works from any Company Content or incorporate any Company Content into any other work, including your own website or social networking pages or use the Company Content in any public or commercial manner.

b. The Service may contain information, data, information, data, text, software, music, sound photographs, graphics, video, messages, advertising, hyperlinks and other materials that are not the property of Company (collectively, “Service Content”). When you access or use Service Content, you do so at your own risk. THE SERVICE CONTENT AND COMPANY CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

10. Information for California Residents

Under California Civil Code Section 1789.3, users located in California are entitled to the following consumer rights information: (a) The Service is provided by the Company located at PSFK LLC, 42 Bond St, 6th Floor, NYC NY 10012. (b) You may contact Company at the address in subsection (a) immediately above with complaints or to request additional information about the Service. Also, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N. Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

11. The Digital Millennium Copyright Act of 1998 (“DMCA”)

a. The DMCA provides recourse to those who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by the Company infringe your copyright, you may send us a notice requesting that Company remove the material or block access to it. The notice must include the following information:

i. Physical or electronic signature of a person authorized to act on behalf of the owner or an exclusive right that is allegedly infringed;

ii. Identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);

iii. Identification of the material that is claimed to be infringing or the subject of infringing activity and information reasonably sufficient to allow us to locate the material on the Service;

iv. The name, address, telephone number, and email address of the complaining party;

v. A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner or the law; and

vi. A statement that the information in the notification is accurate and is given under penalty of perjury, and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

b. If you believe in good faith that a notice of copyright infringement has been wrongly field against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet current statutory requirements imposed by the DMCA; see http://www.copyright.gov/ for details. Notices and counter-notices under the DMCA, as well as all other communications addressed to us relating to this Agreement, should be sent to PSFK LLC, 42 Bond St, 6th Floor, NYC NY 10012, with a copy to Fridman Law Group, PLLC, 287 Spring Street, New York, NY 10013. Company strongly recommends that you consult your legal advisor before filing a notice or counter-notice. Also, please be aware that penalties may apply for false claims under the DMCA.

c. Please note that, pursuant to applicable law, Company adopts a policy of terminating the access of users who are the subject of repeated infringement claims under the DMCA.

12. Indemnification

a. You hereby agree to indemnify, defend and hold harmless Company, and Company’s suppliers, shareholders, parents, subsidiaries, affiliates, officers, directors, employees, agents and advisors, from and against any and all losses, liabilities, claims (including claims without legal merit or brought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions, settlements and liens, including reasonable attorneys’ fees and costs (whether brought by third parties or otherwise, and whether arising under tort, contract or any other claim at law or equity) relating to or arising out of (i) your use of the Service (including, without limitation, the Software); (ii) your breach of any representations, warranties or covenants in this Agreement; (iii) your User Conduct; (iv) your acts and omissions with respect to the Service, Website or Software; and (v) your negligence, intentional misconduct or violation or alleged violation of any rights of a third-party.

b. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and in such event, you will have no further obligation to provide indemnification for such matter; provided, however, that you will use best efforts to cooperate with Company in such defense. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of Company or any of Company’s suppliers, affiliates, partners, subsidiaries and employees.

13. Limitation of Liability

IN NO EVENT WILL COMPANY OR ANY OF COMPANY’S SUPPLIERS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR FAILURE OF PERFORMANCE, ERRORS, OMISSIONS, INTERRUPTIONS, DELETIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, COMMUNICATION LINE FAILURES, THEFT OR DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SERVICE, OR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, EVEN IF COMPANY OR ANY OF COMPANY’S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD-PARTY ARISING FROM OR RELATING TO THE SERVICE OR THIS AGREEMENT EXCEED $100.
YOU EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

14. No Warranty

Company has no control over the Internet and its connectivity, and as such, interruptions in the Services may occur. While Company takes reasonable action to make sure that the Services remain fully functional and up to date, there may come a time where all or part of the Services are unavailable, for any reason or no reason, including for routine maintenance. Due to circumstances either in or not in Company’s control, access to all or part of the Services may be interrupted, suspended, terminated or delayed. Company retains the right, in its sole discretion, to deny access to part or all of the Services to anyone, at any time and for any reason. THE SERVICE AND CONTENT ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. THE COMPANY SHALL NOT BE RESONSIBLE OR LIABLE TO ANY USER FOR ANY ACTS OF FRAUD, THEFT, MISAPPROPRIATION, TAMPERING, HACKING, INTERCEPTION, PIRACY, MISUSE, MISREPRESENTATION, DISSEMINATION, OR OTHER ILLEGAL OR UNAUTHORIZED ACTIVITIES OF THIRD PARTIES. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE CONTENT AND COMPANY CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, WEBSITE OR SOFTWARE, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY MAKES NO COMMITMENT TO UPDATE THE MATERIALS ON THE WEBSITE. YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND THE CONTENT, INCLUDING BUT NOT LIMITED TO COMPANY CONTENT, THIRD-PARTY CONTENT AND SERVICE CONTENT, IS AT YOUR SOLE RISK, THAT ANY AND ALL CONTENT, MATERIAL AND DATA UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR PROPERTY OR ANY THIRD PARTY OR THEIR PROPERTY ARISTING FROM THE USE OF THE SERVICES OR THE CONTENT. COMPANY IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE WEBSITE OR IN THE SERVICES, WHETHER CAUSED BY USERS OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED BY THE SERVICES. COMPANY MAKES NO WARRANTY THAT THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. COMPANY SHALL NOT BE LIABLE FOR ANY RESULTS OBTAINED OR NOT OBTAINED AS A CONSEQUENCE OF THE USE OF THE INFORMATION CONTAINED IN THE SERVICE.

15. Independent Review

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.

16. Notice

Statements, notices and other communications to you may be made by mail, email, or on the Service, or other reasonable means. You will be solely responsible for keeping your email and postal addresses updated on your account. Company will not be responsible for any undelivered notices caused by your failure to update such information.

17. Choice of Law; Venue; Trial by Jury

a. This Agreement will be governed by, construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of law principles. You will bring any action to enforce this Agreement or in connection with any matters related to the Service only in either the state or Federal courts located in New York, New York. You expressly consent to the exclusive jurisdiction of said courts and waive all venue, jurisdiction and choice of law challenges or defenses. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this Section.

b. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

18. No Injunctive Relief

You agree not to seek, and you acknowledge and agree that you are not entitled to, rescission of this Agreement or any part of this Agreement or any injunctive or other equitable relief for any reason, including, without limitation, an injunction that would restrain the operation of the Service, the exploitation of any advertising or other materials on the Service, or the exploitation of the Service or any Content displayed on the Service.

19. General

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. A printed version of this Agreement and any notice given in electronic form will 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. Company may assign this Agreement, in whole or in part, at any time with or without notice to you. You will not assign this Agreement, by operation of law or otherwise, without prior written approval of Company, and any such attempted assignment will be void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefits of the parties hereto, their successors and permitted assigns. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement sets forth the entire understanding and agreement between Company and you with respect to the Service, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Company with respect to the Service. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance. Each party is an independent contractor and not an agent or representative of any other party. No party will have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of any other party. This Agreement will not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures.

Effective on November 14, 2017

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