Effective Date: Aug 29, 2023
Thank you for visiting a website, app or service provided by Ugains! We are pleased to provide you with our content and services and appreciate your patronage. Before you engage with our website, app, or services, we encourage you to read these Terms of Service, so you know what to expect when visiting and engaging with our various properties.
PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT“) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“USER“) AND Ugains. OR THE APPLICABLE AFFILIATE OF Ugains. DOING BUSINESS AS “Ugains” (“COMPANY,” “WE,” OR “US“).
By accessing or using any website with an authorized link to this Agreement (each a “Website“), accessing or using any application with an authorized link to this Agreement (“App,” together with the Websites, the “Properties”), registering an account, or accessing or using any content, information, services, features or resources available or enabled via the Properties (collectively with the Properties, the “Services“), or clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement you may not access or use the Services.
Subject to Section 5.9 of this Agreement, the Company reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement or any applicable Supplemental Terms on the applicable Services. You should regularly review this Agreement. Your continued use of the Services after any such changes constitutes your agreement to such changes.
1. Registration; Other Services
1.1Registration Data. When applying for or registering an account for any of the Services, including, but not limited to, subscribing or gaining access to a magazine or other subscription (“Account”), you agree to provide accurate, current and complete information (the “Registration Data”) and to promptly update your Registration Data in the event of a change of such Registration Data, including, but not limited to, name change, credit, debit card or payment account information, e-mail address or postal address, as necessary. You agree that you may not register for an Account if you are barred or otherwise suspended from using the Services under any applicable law or by the Company. You further agree that you will not maintain more than one Account for the same Company service at any given time. You will be responsible for all activities that occur under your Account. You agree not to share your Account or password with anyone. You further agree to notify the Company immediately of any unauthorized use of your password or any other breach of the security of your Account.
1.2Subscriptions. If you subscribe to a Company publication or other Service for which there is a recurring charge, you agree to provide and keep current all payment account and contact information provided for that subscription so that we may continue to deliver and bill you for the subscription without interruption. If we are unable to charge your selected payment method, you understand and agree that we may seek to update your account information with your issuing bank and card association networks. Subscriptions purchased through the Services will be governed by the terms of the subscription offer at the time of enrollment, which, unless otherwise noted, will be incorporated by reference into this Agreement.
1.3Sponsored/Affiliate Content. Certain portions of the Services may include content that contains links to third party web sites for which Company may receive compensation from the operator of the third-party web site by virtue of your clicking to or making a purchase on that site. As described more fully in Section 3.4 below, by clicking on these links you understand and agree that you are leaving a Company Property and visiting a website that is not controlled by us.
1.4Lead Generation. Certain portions of the Services may provide you the opportunity to be contacted by third party suppliers and others in order to obtain particular services. By providing your contact information in connection with these Services, you understand and expressly consent to be contacted by these third parties using the contact information you provide and that we shall have no responsibility or liability whatsoever in connection with any products, work estimates or the provision of services by these third parties.
1.5Sweepstakes and Contests. All sweepstakes, contests, and other promotions conducted on or through the Services will be governed by the official rules applicable to that promotion, which, unless otherwise noted, will be incorporated by reference into this Agreement.
1.6Removal of Accounts. Company reserves the right to remove or reclaim any usernames at any time and for any reason. You agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by the Company.
2. User Content
2.1Responsible Party for Content. You understand, acknowledge, and agree that all user generated content posted (that is, non-Company content), displayed, or performed on or through the Services is the sole responsibility of the party from whom such content originated. This means that each User is entirely responsible for all content that that User makes available through the Services, or otherwise provides to the Company, whether online or offline, and whether or not solicited by the Company (“User Content“). User Content shall include your submission of any ideas, suggestions, documents, and/or proposals to Company. Company has no obligation to pre-screen any User Content. You agree to use all User Content and interact with any other User at your own risk. Without limiting the foregoing, Company reserves the right in its sole discretion, but does not have an obligation, to pre-screen, review, refuse, or remove any content. Company shall have the right to remove any content that violates this Agreement or is otherwise objectionable as determined by Company. Company reserves the right at all times to disclose any information as necessary to satisfy any law, regulation, or government request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, that in Company’s sole discretion are objectionable or in violation of this Agreement, Company’s policies, or applicable law.
2.2Ownership of Your Content. Company does not claim ownership of any User Content you make available on the Services (“Your Content“). However, when you as a User post or publish Your Content on or in the Services, you represent that you have all of the necessary rights to grant Company the license set forth in Section 2.3. Except with respect to Your Content, you agree that you have no right or title in or to any other content that appears on or in the Services.
2.3License to Your Content. Subject to any applicable Account settings that you select or license agreement you may be asked to agree to when posting or submitting Your Content on or though the Services, you grant Company, its agent(s) and supplier(s), and anyone else authorized by Company, an irrevocable, non-exclusive, perpetual, worldwide, royalty-free right and license to use, copy, display, publicly perform, transmit, modify, publish, distribute, make derivative works of, sublicense, and otherwise commercially and non-commercially exploit and use Your Content (in whole or in part) in any manner or medium now existing or hereafter developed (including print and electronic storage) and for any purpose. The foregoing grant includes the right to exploit any proprietary rights in Your Content, including, but not limited to, under copyright, trademark, trade secret, patent or other intellectual property laws that exist in any relevant jurisdiction, and a waiver of any “moral rights” in Your Content. In connection with the exercise of these rights, you grant Company, and anyone authorized by Company, the right to identify you as the author of Your Content by name, email address, or username, as Company deems appropriate. You will not receive any compensation of any kind for the use of Your Content. Note that other Users may search for, see, use, modify, and reproduce any of Your Content that you submit to any “public” area of the Services. Accordingly, you should be careful and selective about the personal information that you disclose about yourself and others, and in particular, you should not disclose sensitive, embarrassing, proprietary, or confidential information in any public area of the Services.
2.4Ratings and Reviews. Ratings and reviews posted by Users on our Services are User Content that is not endorsed by Company and does not represent the views of Company. To the fullest extent permitted by law, Company does not assume liability for ratings and reviews or for any claims for economic loss resulting from such ratings and reviews. Because we expect Users to maintain a high level of integrity with respect to ratings and reviews posted through the Services, you agree: (a) to base any rating or review you post only on your actual, first-hand experience with the applicable business, product, or service; (b) you will not provide a rating or review for any business, product, or service with respect to which you have a competitive, ownership or other economic interest, employment relationship, or any other affiliation; (c) you will not submit a rating or review in exchange for payment or other benefits from any individual or entity; and (d) your review will comply with the terms of this Agreement. If we determine, in our sole discretion, that any rating or review could diminish the integrity of the ratings and reviews, or otherwise violates the terms or spirit of this Agreement, we may exclude, prohibit, or remove such User Content in our sole discretion without notice.
2.5Other Restrictions on User Conduct. You agree not to use the Services for any purpose prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third-party to) (a) take any action or (b) make available any content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Company’s prior written consent, such as embedding links, contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Company or misrepresents your affiliation with any other person or entity; or (vi) that violates any other rules or regulations that we may post in connection with a particular feature of the Services. You alone are responsible for the content and consequences of any of your activities.
3. Ownership of and License to Use Company Services
3.1Use of the Services. Except with respect to User Content, Company and its suppliers own or are licensees of the rights, title, and interest required for the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, Company grants you a limited license to use the Services solely for your personal non-commercial purposes. Any future release, update or other addition to the Services shall be subject to this Agreement. Company, its suppliers and service providers reserve all rights not granted in this Agreement.
3.2Trademarks. Company’s stylized name and other related trademarks, graphics, logos, service marks, and trade names used on or in connection with the Services are the trademarks of Company and may not be used without permission in connection with any third-party products or services. Other trademarks, logos, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter, or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
3.3Restrictions on Use of Services. You agree not to do any of the foregoing:
(a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Services or any portion of the Services;
(b) you shall not frame or use framing techniques to enclose any trademark, logo, or Services (including images, text, page layout or form) of Company;
(c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks;
(d) you shall not modify, translate, adapt, merge, make derivative works or services of, circumvent, decrypt, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;
(e) you shall not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape,” harvest, or download data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
(f) you shall not use any data from the Services for the development of any software program (including but not limited to training a machine learning or artificial intelligence (AI) system);
(g) you shall not access the Services to build a similar or competitive website, application, or service;
(h) you shall not except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means;
(i) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services or use the Services in violation of any third party’s intellectual property or other proprietary or legal rights;
(j) you shall not use the Services in violation of any applicable law;
(k) you shall not attempt to gain unauthorized access to other computer systems through the Services;
(l) you shall not interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; and
(m) you shall not attempt to harm our Services or use the Services in a manner that could interfere with any party’s use or enjoyment of the Services, including but not limited to, by violating or attempting to violate any related security features, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services. Any unauthorized use of the Services immediately terminates the licenses granted by Company pursuant to this Agreement.
3.4Third-Party Links. The Services may contain links to third-party services such as third-party websites, applications, or ads (“Third-Party Links“). When you click on such a link, we will not warn you that you are about to or have left the Services. Company does not control and is not responsible for Third-Party Links. Company provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.
3.5Embedded Video Links. Certain pages of the Services provide the functionality for you to “embed” videos appearing on the page on other web sites or blog pages (together with the Player, as defined herein, the “Embedded Video“). The functionality is provided by giving you the necessary HTML code to include on such page to make that Embedded Video appear. If you include the HTML on a web or blog page, the actual video stream for the Embedded Video will be served from our servers but the Embedded Video may be rendered to the visitor of that page as part of that page. If you elect to embed video on a page, you agree as follows: (i) you will not alter, in any respect, the Embedded Video (including without limitation the content, format, length, and advertising associated therewith) from how it is served from our servers; (ii) you will not facilitate access to the Embedded Video through any video player or other tool other than the video player that is provided by the Company when the Embedded Video appears (the “Player”); (iii) the Embedded Video may be used for commercial purposes, including on an advertising-supported page, provided that: (a) the Embedded Video shall not be included in, or used as part of, a service that sells access to video content; (b) the Embedded Video is not used for the development of any software program (including but not limited to training a machine learning or artificial intelligence (AI) system); (c) you shall not insert advertising, sponsorship or promotional messages in, or immediately adjacent to, the Embedded Video or Player; and (d) to the extent you sell any advertising, sponsorship, or promotional material to appear on the same page that includes the Embedded Video, the page includes other content not provided by Company which is a sufficient basis for such sales. You may not block, inhibit, build upon, or disable any portion of the Player, including without limitation links back to Company’s Services. You understand and agree that all measured metrics related to the access and viewing of the Embedded Video shall be credited to the Website without limitation of any provision of these Terms of Service, we shall have no liability to you for any reason with respect to your use of Embedded Video and you agree to defend, indemnify, and hold us and our affiliates and our affiliates’ directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including attorneys’ fees, arising in any way from your use of the Embedded Video.
4. Indemnification and Limitation of Liability
4.1Indemnification. You agree to indemnify and hold Company, its corporate parents, subsidiaries, and affiliates, and the officers, directors, employees, agents, representatives, partners, suppliers, and licensors of each (collectively, the “Company Parties”) harmless from any damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees and costs) relating to or arising out of any claims concerning: (a) the violation of the rights of any third party, including intellectual property rights, by Your Content; (b) your misuse of the Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules, or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses.
4.2Disclaimer of Warranties and Conditions. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES AND ANY PRODUCTS OFFERED THROUGH THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES AND ANY PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES CONCERNING THE AVAILABILITY, PLAYABILITY, DISPLAYABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS, USEFULNESS, OR CONTENT OF THE SERVICES OR INFORMATION ON THE SERVICES, AND THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES AND PRODUCTS. THE COMPANY PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. THE COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE SERVICES OR ANY PRODUCTS WILL MEET YOUR REQUIREMENTS OR (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH OUR PRODUCTS OR SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION. OUR PRODUCTS AND SERVICES ARE PROVIDED WITH THE UNDERSTANDING THAT COMPANY AND ITS USERS ARE NOT ENGAGED IN RENDERING LEGAL, MEDICAL, COUNSELING, OR OTHER PROFESSIONAL SERVICES OR ADVICE. OUR PRODUCTS AND SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL SERVICES OR ADVICE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO FINANCIAL, HEALTH, OR LIFESTYLE INFORMATION, OPINION, ADVICE, OR OTHER CONTENT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
4.3Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.4Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE COMPANY PARTIES ARE LIABLE TO YOU EXCEED THE GREATER OF (A) THE TOTAL AMOUNT ACTUALLY PAID TO COMPANY BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (X) DEATH, TANGIBLE PROPERTY DAMAGE, OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S GROSS NEGLIGENCE OR FOR (Y) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
4.5Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICES.
THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER RIGHTS.
4.7Survival. You agree that the provisions in this section will survive any termination of your Account, this Agreement, or your access to the Services.
5. General Provisions.
5.1Disclaimer. The information available through the Services is provided solely for informational purposes on an “as is” basis at user’s sole risk. Company makes no guarantees as to the accurateness, quality, or completeness of the information and Company shall not be responsible or liable for any errors, omissions, or inaccuracies in the information or for any user’s reliance on the information. Users are solely responsible for verifying the information as being appropriate for user’s personal use.
5.2Termination. At its sole discretion, Company may modify, suspend, change, or discontinue the Services, or may modify, suspend, change, or terminate your access to the Services, for any reason or no reason, with or without notice to you and without liability to you or any third party. In addition to restricting, suspending, or terminating your access to the Services, for any reason or no reason, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, or injunctive redress.
5.3Procedure for Making Claims of Copyright Infringement. If you believe content posted on the Services infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number, and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Correspondence to our Copyright Agent regarding notice of claims of copyright infringement should be email to email@example.com. Company maintains a policy to terminate in appropriate circumstances the Service use privileges of all repeat infringers of copyright rights. Please Note: The Copyright Agent has no responsibility for and will not respond to Usage/Reprint permission requests or Subscriber/Customer Service inquiries.
5.4Electronic Communications. The communications between you and Company use electronic means, whether you visit the Services or send Company e-mails, or whether Company posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that Company provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.” The foregoing sentence does not affect your statutory rights.
5.5Notice. Where Company requires that you provide an e-mail address to receive notices and for other purposes, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
5.6Governing Law and Exclusive Venue. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW OR OTHER PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state courts in New York County, New York or federal courts located in the Southern District of New York.
5.7International Users. The Services are controlled and offered by Company from its facilities in the United States of America. Company makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
5.8Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
5.9Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
5.10Questions, Complaints, Claims, Permissions. If you have any questions, complaints, or claims with respect to the Services, please contact our customer service department using the contact information available on the Services. We will do our best to address your concerns. For usage and/or reprint permission requests, please email firstname.lastname@example.org.