TERMS OF USE
Effective & Last Modified January
31, 2015
1.
INTRODUCTION AND ACCEPTANCE
Salem Communications Corporation and its
subsidiary entities (collectively, “Salem”) offers you access to its
interactive online websites, applications and services. These Terms of Use, together with
our Privacy Policy and any additional terms which
might apply to certain products or services, govern your use of our websites (the
“Website(s)”) or any of our mobile widgets, services or other applications
(“Applications”) (together, our “Services”).
Please read these Terms of Use
carefully before using our Services. By
using any of our Services (other than to read these Terms of Use for the first
time) you are agreeing to comply with these Terms of Use, which may change from
time to time as set forth in Section 16 below.
If you do not agree to be bound by these Terms of Use, do not use our
Services. Use of the Services shall be
deemed as acceptance of the following Terms and Conditions.
2.
INTELLECTUAL PROPERTY
3.
ACCESS AND USE
(a)
We
may offer certain portions of our Services at no charge (e.g., Websites) and
others for a one-time fee, on a subscription basis or under any other lawful
pricing structure (e.g., mobile Applications).
In all instances, our Services are not being sold to you; rather, you
are being granted a limited license to use our Services. In addition, the
license to use of any of our paid Services does not necessarily transfer across
operating systems and/or different equipment (e.g., mobile devices, computers,
etc.). For example, unless we
specifically tell you otherwise, the use of any of our mobile Applications is
limited to the relevant device and/or operating system you are using at the
time you purchase the license to use the Application.
(b)
Some
of our Websites may be offered to you conditioned on your payment of a fee
(“Premium Service Website(s)”). By using
the Premium Service Websites, you will be subject to any charges and rules set
forth in the additional terms for that particular Premium Service Website, in
addition to the general terms provided below. We will provide notice of any charges, or
extra charges, before you register for or enter a Premium Service Website. You are responsible for any charges for
premium content incurred by your account.
We are not liable for any loss that you may incur as a result of someone
else using your password or account, whether with or without your
knowledge. In the event that you pay for
a Premium Service Website by credit card, you authorize us to charge your
credit card account by registering for the service and providing us with your
credit card information. You warrant to
us that the credit card information that you provide us is correct and is your
account. You may cancel your membership
in the Premium Service Website at any time by contacting us using the contact
information provided on the Premium Service Website. We reserve the right to terminate your access
to the Premium Service Website at any time, without notice, and upon such
termination we shall return the unused pro-rata portion of your membership fee.
(c)
Our
Services are provided for use by you or your organization. When using our Services, you agree to comply
with all applicable federal, state, and local laws including, without
limitation, copyright law. Except as
expressly permitted in these Terms of Use or as we may otherwise permit, you
may not use, reproduce, duplicate, distribute, create derivative works based
upon, publicly display, publicly perform, publish, transmit, or otherwise
exploit Service Content for any purpose whatsoever without obtaining prior
written consent from us or, in the case of third-party content, its applicable
owner. In certain instances, we may
suggest, ask or otherwise permit you to download, install or print Service
Content. In such a case, you may do so
only in the manner authorized and for your non-commercial use only. You acknowledge
that you do not acquire any ownership rights by downloading, installing or
printing Service Content.
(d)
Any
software that is made available to view and/or download in connection with our
Websites is owned or controlled by us and/or licensors, affiliates and
suppliers and is protected by copyright laws and international treaty
provisions. Your use of the software is
governed by the terms of the end user license agreement, if any, which
accompanies or is included with the software.
We accept no responsibility or liability in connection with any software
owned or controlled by third parties.
(e)
To
the extent that our Websites contain links to outside services and resources,
we do not control the availability and content of those outside services and
resources. Any concerns regarding any
such service or resource, or any link thereto, should be directed to that
particular service or resource.
(f)
Furthermore,
except as expressly permitted in these Terms of Use, you may not:
(i)
Remove,
alter, cover, or distort any copyright, trademark, or other proprietary rights
notice we include in or through our Services or Service Content;
(ii)
Circumvent,
disable or otherwise interfere with our security-related features including,
without limitation, any features that prevent or restrict the use of or copying
of any software or other Service Content;
(iii)
Use
an automatic device (such as a robot or spider) or manual process to copy or
“scrape” the Website or Service Content for any purpose (except for that which routinely
occurs through the use of bona fide search engines) without our express written
permission;
(iv)
Collect
or harvest any personally identifiable information or non-personally
identifiable information from our Services including, without limitation, user
names, passwords, email addresses;
(v)
Solicit
other users to join or become members of any commercial online service or other
organization without our prior written approval;
(vi)
Attempt
to or interfere with the proper working of our Services or impair, overburden,
or disable the same;
(vii)
Decompile,
reverse engineer, or disassemble any portion of our software or other Service
Content, or our Services;
(viii)
Use
network-monitoring software to determine architecture of or extract usage data
from our Services;
(ix)
Encourage
conduct that violates any local, state or federal law, either civil or
criminal, or impersonate another user, person, or entity;
(x)
Violate
U.S. export laws, including, without limitation, violations of the Export
Administration Act and the Export Administration Regulations administered by
the Department of Commerce; or
(xi)
Engage
in any conduct that restricts or inhibits any other user from using or enjoying
our Services.
(h)
For additional terms applying to
contests or sweepstakes conducted by this Website, refer to this Website’s
contest or sweepstakes information section, if applicable.
4.
USER REGISTRATION & PROMOTIONAL MESSAGES
(a)
In
order to access or use some features of our Services, you may have to become a
registered user. If you are under the
age of thirteen (13), then you are not permitted to register as a user, sign up
for any promotional messages, or otherwise provide us any personal
information.
(c)
Our
Services may include sending you promotional e-mails/newsletters. These are
typically recurring message programs that, upon registration, will be sent to
you until you unsubscribe via any of our disclosed methods. To receive any of these
communications from us, you may be required to register and provide certain information
about you (e.g., name, street address, e-mail address, etc.). Our use of the information you provide is
governed by our Privacy Policy. To
opt-out of receiving our e-mails/newsletters as set forth in our Privacy Policy,
you may either contact us by clicking the “Contact Us” link on our Website or
by using the option included in the communication we send you (e.g., using the
“Unsubscribe” feature provided in the footer of our emails).
(b) You shall not
submit any User Content protected by copyright, trademark, patent, trade
secret, moral right, or other intellectual property or proprietary right
without the express permission of the owner of the respective right. You are
solely liable for any damage resulting from your failure to obtain such
permission or from any other harm resulting from User Content that you submit.
(c) You represent,
warrant, and covenant that you will not submit any User Content that:
(i)
Violates
or infringes in any way upon the rights of others, including, but not limited
to, any copyright, trademark, patent, trade secret, moral right, or other
intellectual property or proprietary right of any person or entity;
(ii)
Impersonates
another or is unlawful, threatening, abusive, libelous, defamatory, invasive of
privacy or publicity rights, vulgar, obscene, profane, pornographic, or
otherwise objectionable, or otherwise violates any applicable law;
(iii)
Encourages
conduct that would constitute a criminal offense, gives rise to civil liability
or otherwise violates any law;
(iv)
Is
an advertisement for goods or services or a solicitation of funds;
(v)
Includes
personal information such as messages which identify phone numbers, social
security numbers, account numbers, addresses, or employer references;
(vi)
Contains
a formula, instruction, or advice that could cause harm or injury; or
(vii)
Is
a chain letter of any kind.
Moreover,
any conduct by a user that in our sole discretion restricts or inhibits any
other user from using or enjoying our Services will not be permitted.
(d) By submitting
User Content to us, simultaneously with such posting you automatically grant, represent
or warrant that the owner has expressly granted to us a worldwide,
royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and
transferable right and license to use, reproduce, distribute, create derivative
works based upon (including, without limitation, translations), publicly
display, publicly perform, transmit, and publish the User Content (in whole or
in part) as we, in our sole discretion, deem appropriate including, without
limitation, (i) in connection with our business; and (ii) in connection with
the businesses of our affiliates, licensees, assignees, successors, parents,
subsidiaries, and their related companies.
We may exercise this grant in any format, media or technology now known
or later developed for the full term of any copyright that may exist in such
User Content. Furthermore, you also
grant other users permission to access your User Content and to use, reproduce,
distribute, create derivative works based upon, publicly display, publicly
perform, transmit, and publish your User Content for personal, non-commercial
use as permitted by the functionality of our Services and these Terms of
Use. Notwithstanding the foregoing, you
waive any and all claims you (or any copyright holder) may now or later have in
any jurisdiction to so-called “moral rights” or rights of “droit moral” with
respect to the User Content.
(e) By submitting
User Content, you also grant us the right, but not the obligation, to use your
biographical information including, without limitation, your name and geographical
location in connection with broadcast, print, online, or other use or
publication of your User Content; provided, however, that all such uses
will be consistent with the terms of our Privacy Policy.
(f)
We
do not accept or consider, directly or through any employee or agent,
unsolicited ideas of any kind, including without limitation, creative content, ideas
or suggestions relating to new or improved products, enhancements, names or
technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any
unsolicited ideas, suggestions, material, images or other work in any form
(“Unsolicited Materials”). If you send
us Unsolicited Materials, you understand and agree that the following terms
will apply, notwithstanding any cover letter or other terms that accompany
them:
(i)
We
have no obligation to review any Unsolicited Materials, nor to keep any
Unsolicited Materials confidential; and
(ii)
We
will own, and may use and redistribute Unsolicited Materials for any purpose,
without restriction and free of any obligation to acknowledge or compensate you
(g)
Notwithstanding
the generality of the foregoing, we reserve the right to display advertisements
in connection with your User Content and to use your User Content for
advertising, marketing, promotional, and other commercial purposes. You acknowledge and agree that your User
Content may be included on the websites and advertising networks of our
distribution partners, marketing partners, accounts, and third-party service
providers (including their downstream users).
(h) We have the
right, but not the obligation, to monitor User Content. We have the right in our sole discretion and
for any reason whatsoever to edit, refuse to post, remove, or disable access to
any User Content.
(a) You must be at
least eighteen (18) years of age or older to make purchases on any of our
Websites.
(b) We reserve the
right to limit the quantity of sales of particular items and further reserve
the right to cancel multiple orders of such item purchases by the same user
and/or users with the same shipment/delivery address.
(c) We attempt to be
as accurate as possible in our product descriptions. However, we do not warrant that product
descriptions or other content of our Websites is accurate, complete, reliable,
current, or error-free. If a product
offered by us is not purchased as described, your sole remedy is to return it
in unused condition.
(d) Except where
noted otherwise, the list price or suggested price displayed for products on
any of our Websites represents the full retail price listed on the product
itself, suggested by the manufacturer or supplier, estimated in accordance with
standard industry practice, or is the estimated retail value for a comparably
featured item offered elsewhere. Where
an item is offered for sale by one of our merchants, the list price or
suggested price may be provided by the merchant. In the event a product is listed at an
incorrect price or with incorrect information due to typographical error or
error received from its suppliers, we shall have the right to refuse or cancel
any orders placed for the product listed at the incorrect price. We shall have the right to refuse or cancel
any such orders whether or not the order has been confirmed and your credit card
charged. If your credit card has already
been charged for the purchase and your order is canceled, we will issue a
credit to your credit card account in the amount of the charge.
(e) Your receipt of
an electronic or other form of order confirmation does not signify our
acceptance of your order, nor does it constitute confirmation of our offer to
sell. We reserve the right at any time
after receipt of your order to accept or decline your order for any reason. We reserve the right at any time after receipt
of your order, without prior notice to you, to supply less than the quantity
you ordered of any item. We may
automatically charge and withhold the sales tax for orders based on the
applicable state sales tax rate and the location to which the item is being
shipped. Otherwise, you are solely
responsible for all sales taxes, or other taxes, on orders shipped to you.
(f) All requests for
service and support for items purchased from us should be made directly to the
manufacturer in accordance with their terms and conditions.
(g) Some of our Websites
may offer gift cards redeemable for the purchase of goods and/or services
(“Gift Cards”). The risk of loss and
title for Gift Cards pass to the purchaser upon our electronic transmission to
the purchaser, recipient or delivery to the carrier, whichever is
applicable. We are not responsible if a
Gift Card is lost, stolen, destroyed or used without your permission. We make no warranties, express or implied,
with respect to Gift Cards, including without limitation, any express or
implied warranty of merchantability or fitness for a particular purpose. In the event a Gift Card is non-functional,
your sole remedy, and our sole liability, shall be the replacement of such Gift
Card. Certain state laws do not allow
limitations on implied warranties or the exclusion or limitation of certain
damages. If these laws apply to you,
some or all of the above disclaimers, exclusions or limitations may not apply
to you, and you might have additional rights.
(h) Some of our
Websites may sell vouchers which are redeemable for certain goods, services or
experiences (“Vouchers”). These Vouchers
are special promotional offers that you purchase from participating non-Salem merchants
(“Merchants”) through our Websites. The Merchant will be identified on the
voucher and such Merchant is solely responsible for redeeming the Voucher. The Merchant is the issuer of the Voucher and
is fully responsible for all goods and services it provides to you and for any
and all injuries, illnesses, damages, claims, liabilities and costs
(“Liabilities”) it may cause you to suffer, directly or indirectly, in full or
in part, whether related to the use or redemption of a Voucher or not. You
waive and release Salem and its subsidiaries, affiliates, partners, officers,
directors, employees and agents from any Liabilities arising from or related to
any act or omission of a Merchant in connection with your use of a voucher or
the services/goods it provides in connection with it. Additionally, the expiration date on the Voucher
sets forth the last date on which you can redeem your Voucher for the full
promotional value as stated on the Voucher, but applicable law may provide that
the Merchant is responsible for honoring the cash value that you paid for the
Voucher for a period of time beyond that expiration date.
(i)
We
provide our Services including, without limitation, Service Content for
educational, entertainment and/or promotional purposes. You may not rely on any
information and opinions expressed through any of our Services for any other
purpose. In all instances, it is your
responsibility to evaluate the accuracy, timeliness, completeness, or
usefulness of any Service Content. Under
no circumstances will we be liable for any loss or damage caused by your
reliance on any Service Content.
(j)
Any
health-related Service Content available is not intended to be a substitute for
professional medical advice. We do not warrant the validity of any such health-related
statements found on or through our Services. All such information is general in
nature and may be helpful to some persons but not others, depending upon their
personal needs. You should always consult with your physician prior to changing
or undertaking a new diet or exercise program. Never disregard professional
medical advice or delay in seeking it because of something you have read on or
through our Services.
(k) In many
instances, Service Content will include content posted by a third-party or will
represent the opinions and judgments of a third-party. We do not endorse, warrant and are not
responsible for the accuracy, timeliness, completeness, or reliability of any
opinion, advice, or statement offered through our Services by anyone other than
our authorized employees or spokespersons while acting in their official capacities.
(l)
Our
Services may link or contain links to other websites maintained by third
parties. We do not operate or control,
in any respect, or necessarily endorse the content found on these third-party
websites. You assume sole responsibility
for your use of third-party links. We
are not responsible for any content posted on third-party websites or liable to
you for any loss or damage of any sort incurred as a result of your dealings
with any third-party or their website.
(m) Your
correspondence or business dealings with, or participation in contests or
promotions of advertisers and other third parties (i.e. entities other than
Salem) found on or through this Website, including payment and delivery of
related goods or service, and any other terms, conditions, warranties or
representations associated with such dealings, are solely between you and such
party. You agree that we shall not be
responsible or liable for any loss or damage of any sort incurred as the result
of any such dealings or as the result of the presence of such advertisers on
the website.
7.
INDEMNIFICATION
(a)
You
agree to defend, indemnify and hold harmless Salem, our officers, directors,
employees, parents, partners, successors, agents, distribution partners,
affiliates, subsidiaries, and their related companies (collectively, the “Website
Parties”) from and against any and all claims, liabilities, losses, damages,
obligations, costs and expenses (including reasonable attorney’s fees and
costs) arising out of, related to, or that may arise in connection with: (i) your use of our Services; (ii) User
Content provided by you or through use of your Membership; (iii) any actual or
alleged violation or breach by you of these Terms of Use; (iv) any actual or
alleged breach of any representation, warranty, or covenant that you have made
to us; or (v) your acts or omissions.
You agree to cooperate fully with us in the defense of any claim that is
the subject of your obligations hereunder.
(b)
If
you are using our Website on behalf of a business, that business accepts these
terms. It will hold harmless, defend and
indemnify the Website Parties from any claim, suit or action arising from or
related to the use of the Website or violation of these terms, including any
liability or expense arising from claims, losses, damages, suits, judgments,
litigation costs and attorney’s fees.
You
expressly agree that use of our Services is at your sole risk. Our Services and Service Content (including
software) are provided on an “as is” and “as available” basis without warranty
of any kind, either express or implied.
Without limiting the foregoing and to the fullest extent permitted by
law, the Website Parties disclaim any and all warranties including any: (i)
warranties that our Services will meet your requirements; (ii) warranties
concerning the availability, accuracy, security, usefulness, timeliness, or
information content of our Services or Service Content; (iii) warranties of
title, non-infringement, merchantability, or fitness for a particular purpose;
(iv) warranties for services or goods received through, advertised or accessed
through our Services; (v) warranties concerning the accuracy or reliability of
the results that may be obtained from the use of our Services; (vi) warranties
that your use of our Services will be sure or uninterrupted; and (vii)
warranties that errors in our Services or Service Content (including software)
will be corrected.
(a)
Under no circumstances shall any of the Website Parties
be liable for indirect, incidental, special, consequential, or exemplary
damages (even if we have been advised of the possibility of such damages),
arising out of, relating to, or in any way connected with our Services or these
Terms of Use. Your sole remedy for dissatisfaction
with our Services including, without limitation, Service Content, is to stop
using our Services. Such limitation
shall also apply with respect to damages incurred by reason of goods received
or advertised in connection with our Services or any links placed in our
Services. Such limitation shall also
apply with respect to damages incurred by reason of any content posted by a
third-party or conduct of a third-party using our Services.
(b)
Notwithstanding anything to the contrary contained
herein, in no event shall the cumulative liability of all the Website Parties
exceed the lesser of the total payments received from you by us during the
preceding twelve (12) month period of $100. Furthermore, you agree that any cause of
action arising out of, or relating to, or in any way connected with any of our
Services or these Terms of Use must commence within one (1) year after the
cause of action accrues; otherwise, such cause of action shall be permanently
barred.
(c)
These
limitations shall apply to the fullest extent permitted by law. In some jurisdictions limitations of
liability are not permitted; in such jurisdictions, some of the foregoing
limitations may not apply to you.
(a)
We
reserve the right in our sole discretion and at any time to terminate or
suspend your Membership and/or block your use of our Services for any reason
including, without limitation, if you have failed to comply with the letter and
spirit of these Terms of Use. You agree
that we are not liable to you or any third party for any termination or
suspension of your Membership or for blocking your use of our Services.
(b)
Any
suspension or termination shall not affect your obligations to us under these
Terms of Use. The provisions of these
Terms of Use (which by their nature should survive the suspension or
termination of your Membership or these Terms of Use) shall survive including,
but not limited to, the rights and licenses that you have granted hereunder,
indemnities, releases, disclaimers, limitations on liability, provisions
related to choice of law, and all of the provisions under Section 17 “Miscellaneous.”
11.
COPYRIGHT POLICY
(a)
We
respect the intellectual property rights of others and expect users to do the
same. In appropriate circumstances and
at our sole discretion, we may terminate and/or disable the Membership of users
suspected to be infringing the copyrights (or other intellectual property
rights) of others. Additionally, in
appropriate circumstances and in our sole discretion, we may remove or disable
access to material on any of our Websites or hosted on our systems that may be
infringing or the subject of infringing activity.
(b)
In
accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the
United States Code, Section 512 (“DMCA”), we will respond promptly to claims of
copyright infringement that are reported to the agent that we have designated
to receive notifications of claims infringement (our “DMCA Compliance Officer”). The DMCA Compliance
Officer for notice of claims of copyright infringement on our Website can be
reached by clicking the “Contact Us” link on our Website.
(c)
If
you are a copyright owner (or authorized to act on behalf of the copyright
owner) and believe that your work’s copyright has been infringed, please report
your notice of infringement to us by providing our DMCA Compliance Officer with
a written notification of claimed infringement that includes substantially the
following information:
(i)
A
physical or electronic signature of a person authorized to act on behalf of the
owner of an exclusive right that is allegedly infringed;
(ii)
Identification
of the copyrighted work claimed to have been infringed, or, if multiple
copyrighted works at a single Website are covered by a single notification, a
representative list of such works at that Website;
(iii)
Identification
of the material that is claimed to be infringing or to be the subject of
infringing activity and that is to be removed or access to which is to be
disabled, and information reasonably sufficient to permit us to locate the
material;
(iv)
Information
reasonably sufficient to permit us to contact you, such as an address,
telephone number, and, if available, an electronic mail address at which you
may be contacted;
(v)
A
statement that you have a good faith belief that use of the material in the manner
complained of is not authorized by the copyright owner, its agent, or the law;
and
(vi)
A
statement that the information in the notification is accurate, and under
penalty of perjury, that you are authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed.
We
will investigate notices of copyright infringement and take appropriate actions
under the DMCA. Inquiries that do not
follow this procedure may not receive a response.
These Terms of Use shall be construed in accordance
with the laws of the State of Virginia without regard to its conflict of laws
rules. Any legal proceedings against us
that may arise out of, relate to, or be in any way connected with our Services
or these Terms of Use shall be brought exclusively in the state or federal
courts of Richmond, Virginia, and you waive any jurisdictional, venue, or
inconvenient forum objections to such courts.
(a) We each agree to
first contact each other with any disputes and provide a written description of
the problem, all relevant documents/information and the proposed resolution.
You agree to contact us with disputes by contacting us at the address provided in
the “Contact Us” link on our Website. We
will contact you based on the contact information you have provided us.
(b)
If, after thirty
(30) days, the parties
are unable to resolve any dispute raised under the
previous provision, the dispute may only be submitted to arbitration consistent
with this section. The parties
understand that they would have had a right or opportunity to litigate disputes
through a court and to have a judge or jury decide their case, but they instead
choose to have any disputes resolved through arbitration.
(c) We each agree
that any claim or dispute between us, and any claim by either of us against any
agent, employee, successor, or assign of the other, including, to the full
extent permitted by applicable law, third parties who are not signatories to
this agreement, whether related to this agreement or otherwise, including past,
present, and future claims and disputes and including any dispute as to the
validity or applicability of this arbitration clause, shall be resolved by
binding arbitration administered by the JAMS under its rules and procedures in
effect when the claim is filed. The rules and procedures and other information,
including information on fees, may be obtained from JAMS directly.
(d) We are entering
into this arbitration agreement in connection with a transaction involving
interstate commerce. Accordingly, this
arbitration agreement and any proceedings thereunder shall be governed by the
Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the
arbitrator(s) may be entered as a judgment in any court having jurisdiction.
(e) Either of us may
bring qualifying claims in small claims court. Furthermore, as set forth below, we each agree
that any arbitration will be solely between you and us, not as part of a class-wide
claim (i.e., not brought on behalf of or together with another individual's
claim). If for any reason any court or arbitrator holds that this restriction
is unconscionable or unenforceable, then our agreement to arbitrate doesn't
apply and the class-wide dispute must be brought in court.
14.
NO CLASS ACTIONS
To the extent permitted by law, we each waive any
right to pursue disputes on a class-wide basis; that is, either to join a claim
with the claim of any other person or entity, or assert a claim in a
representative capacity on behalf of anyone else in any lawsuit, arbitration or
other proceeding.
15.
NO TRIAL BY JURY
To the extent allowed by law, we each waive any
right to trial by jury in any lawsuit, arbitration or other proceeding.
16.
AMENDMENT; ADDITIONAL
TERMS
(a) We reserve the
right in our sole discretion and at any time and for any reason, to modify or
discontinue any aspect or feature of our Services or to modify these Terms of
Use. In addition, we reserve the right
to provide you with operating rules or additional terms that may govern your
use of our Services generally, unique of our Services, or both (“Additional
Terms”). Any Additional Terms that we
may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict
with these Terms of Use, the Additional Terms will control.
(b) Modifications to
these Terms of Use or Additional Terms will be effective immediately upon
posting on the Website. It is your
responsibility to review the Terms of Use from time to time for any changes or
Additional Terms. Your access and use of
our Services following any modification of these Terms of Use or the provision
of Additional Terms will signify your assent to and acceptance of the
same. If you object to any subsequent
revision to the Terms of Use or to any Additional Terms, immediately
discontinue use of our Services and, if applicable, terminate your Membership.
(a)
No
waiver by either party of any breach or default hereunder shall be deemed to be
a waiver of any preceding or subsequent breach or default. The section headings
used herein are for convenience only and shall not be given any legal import.
(b)
Except
where specifically stated otherwise, if any part of these Terms of Use is
unlawful or unenforceable for any reason, we both agree that only that part of
the Terms of Use shall be stricken and that the remaining terms in the Terms of
Use shall not be affected. So, for
example, if a provision in these terms is found to be unenforceable, we agree
an arbitrator (or, if permitted, a court) shall only strike that provision and
that the remaining terms of these Terms of Use shall remain in full force and
effect.
(c)
Where we
have provided you with a translation of the English language version of these
Terms of Use, our Privacy Policy or Additional Terms, you agree that the
translation is provided for your convenience only and that the English version
governs your relationship with us. The
English language version takes precedence if there is any contradiction between
the English and translated versions.
(d)
These
Terms of Use (including the Privacy Policy and any Additional Terms
incorporated by reference) constitute the entire agreement of the parties with
respect to the subject matter hereof, and supersede all previous written or
oral agreements between us with respect to such subject matter.
(e)
You
may not assign these Terms of Use or assign any rights or delegate any
obligations hereunder, in whole or in part, without our prior written
consent. Any such purported assignment
or delegation by you without the appropriate prior written consent will be null
and void and of no force and effect. We
may assign these Terms of Use or any rights hereunder without your consent and
without notice.