Terms & Conditions for Active ADA
Effective date: December 2020
Terms and Conditions of Purchase
For the purposes of receiving professional services, the Client agrees to provide the following:
Back-end access to the website for making changes for the purpose of on-page optimization.
Confidentiality and Non-disclosure. The Consultant acknowledges that during the engagement, the Consultant will have access to and become acquainted with various trade secrets, inventions, processes, information, records, and specifications owned or licensed by the Client and/or used by the Client in connection with the operation of its business including, without limitation, the Client's business and product processes, methods, customer lists, accounts, and procedures. This information may include but is not limited to, information pertaining to the Client internal systems, which information may be of value to a competitor. Consultant agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Client personnel or their designees.
The Consultant agrees not to disclose any of the Client’s Confidential information to any person and agrees to use the best efforts to prevent inadvertent disclosure of any of the Client’s Confidential information to any person. The Consultant agrees not to use any of the Client’s Confidential information for the Consultant’s own use or for any purpose whatsoever except to evaluate whether the Client desires to become engaged with the Client in the possible business transaction or relationship.
The Consultant and Client shall hold harmless, and indemnify the other Party and its directors, officers, agents and employees against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss, liability, damage, or expense, but not including attorneys’ fees unless awarded by a court of competent jurisdiction, for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with intentional, willful, wanton, reckless or negligent conduct regarding (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the Party’s facilities, or (b) the making of replacements, additions, or improvements to, or reconstruction of, the Party’s facilities. However, neither Party shall be indemnified hereunder for any loss, liability, damage, or expense resulting from its sole negligence or willful misconduct. Notwithstanding the indemnity provisions contained herein, except for a Party’s willful misconduct or sole negligence, each Party shall be responsible for damage to its own facilities resulting from electrical disturbances or faults.
Client acknowledges the following with respect to services:
The accessiBe Systems shall be provided to the Licensee “AS IS”, and the Company shall not bear any liability for damages incurred by the Licensee and/or any representatives thereof on account of their use of the accessiBe Systems and/or the Services and/or products or services of third parties that interface with the accessiBe Systems. The Company has no control over malfunctions that may occur, from time to time, in respect of the availability of the Services included in the accessiBe Systems, nor over services provided by third parties.
The Licensee is aware that the installation of the accessiBe Systems cannot guarantee that claims will not arise, and that embedding the accessiBe Systems in the Licensee Website does not, on its own, fulfill all of the requirements of applicable law in respect of website accessibility (accessiBe does not remediate PDF files or create subtitles for videos, for example). The Company does not undertake that the Licensee Website will be 100% accessible at any given moment, owing to factors such as Licensee changes made to the Licensee Website, issues originating in the Licensee Website and /or limitations stemming from technological reasons. The Licensee irrevocably waives any claims against the Company from any liability, legal or otherwise, and that it shall assert no claims against the Company in this regard (including in relation to any Claims Support Services, if provided).
Use of the accessiBe Systems
- When using the accessiBe Systems or receiving the Services, you may not impersonate a different person or business organization;
- You may not: (i) copy, modify, create any derivative work of; or (ii) reverse assemble, decompile, reverse engineer or otherwise attempt to impact upon or derive source code (or the underlying ideas, algorithms, structure or organization);
- You may not breach or impair, in any manner, any intellectual property rights existing in the accessiBe Systems, including without limitation, copyrights, patents, trademarks, or any other proprietary rights, whether belonging to the Company or any third party;
- You may not use the ACE System in any manner that could damage, disable, overburden or impair ACE System’s reporting services; and
- The accessiBe Systems and the Services are provided “as is,” and are only intended to be used by the Licensee on the website for which Licensee has obtained a License (each such website, a “Licensee Website”). For the avoidance of doubt, the Licensee is not permitted to transfer and/or sell its License to any other third party.
THE SECTION BELOW TITLED “BINDING ARBITRATION” CONTAINS A BINDING ARBITRATION AGREEMENT. BECAUSE THIS SECTION AFFECTS YOUR LEGAL RIGHTS, WE ASK THAT YOU PLEASE READ THEM.
1. PRICES AND PAYMENT TERMS
The prices for the Program shall be as stated:
- The price for the programs starting at $495
- Payment shall be made by credit or debit card.
- Upon purchase, you will receive an email with instructions for each subscription you purchase in the Order. For example, if you purchase only one subscription, you will receive only one username and password, and only one person may access and use the Product.
2. SALE, PURCHASE AND TERMINATION POLICY
- Upon purchasing a License, the Licensee agrees and confirms that it is engaging in a “Software as a Service” agreement (“SaaS”), whereby it purchases a License for the accessiBe Systems in order to embed the end-user interface (i.e., plug-in) of the system into a specific website, with the accessiBe Systems installed and operated from the Company’s servers. The Licensee is not purchasing the accessiBe Systems or any part thereof, including without limitation, the code and/or supporting files and/or databases and/or any other component of the software that, either jointly or severally, comprise the accessiBe Systems. For the avoidance of doubt, it is clarified that after the script has been embedded, no further use of the script and/or the License may be made for any other domain name or any other website operated by the Licensee other than the Licensee Website. The Licensee will be required to purchase a new dedicated License from the Company for any other website.
- The accessiBe Systems are only compatible for use by users on the following operating systems and browsers: Chrome, Firefox, Safari, Microsoft Edge, Internet Explorer 11, Android 8, and iOS10. The functionality of the accessiBe Systems requires that the Licensee Website in which they are embedded be websites based solely on HTML files and tags, and that the source code be written according to the Standard of the World Wide Web Consortium (“W3C”), without any errors or validation warning in W3C’s troubleshooting inspections; please note that Licensee changes to such website may impact the functionality of the Service. By way of example, accessiBe Systems do not support other components, such as Canvas, Flash and/or SVG.
- The License is purchased through the Website, using the means of payment available on the Website as of the purchase date or by the Reseller through the Company, if applicable.
- The License may be purchased on an annual basis and is renewed automatically unless the Licensee requests otherwise from the Company in writing. Notwithstanding, the License may be purchased on a recurring monthly basis provided the Company approval.
- The Company reserves the right to replace and/or alter, from time to time, the means of payment available on the Website, as well as to update the price of the License, as well as to collect different prices from different Licensees and Resellers, at the Company’s sole discretion and without need for justification.
- The transaction may be terminated within 7 days of submission of the purchase order, less any cancellation fee under applicable law. In order to terminate the transaction, the Licensee and/or the Reseller must e-mail [email protected], with its full name, identifying information, or company number, the domain name for which the termination is sought, and a copy of the transaction receipt.
- The Licensee may terminate its engagement with the Company at any time, subject to payment of all sums owed to the Company.
- The Company reserves the right to terminate the transaction and/or the License at any time, without justification to the Licensee and/or the Reseller, by providing the Licensee and/or Reseller a 30-day prior notice. Should the Company terminate the License, the company shall refund the Licensee or the Reseller, as applicable, for any period of time paid for that is post-termination.
- “Cookies” are small text files transferred from an internet server to a device in use by a Licensee (a computer, mobile or similar). Cookies are not computer software and cannot read the information they contain, nor can they perform any actions independently. Cookies are used for rapid identification, so that the Company’s servers can quickly and efficiently identify returning Licensees, or save a Licensee’s specific preferences.
- The Licensee agrees to allow the Company to implant one or more Cookies, to identify information using the Cookies and to use the information found in the Cookie files in connection with rendering the Service. Some of the Cookies used by the accessiBe Systems may originate from third parties, including Google Analytics and/or Facebook Pixel and/or YouTube.
- Cookies are used in all of the accessiBe Systems in order to allow the smooth and functional operation of all of the accessiBe Systems and/or in order to collect various data (such as statistical data regarding the use of the accessiBe Systems), to verify information and for data security purposes. Disabling the option to save Cookies in a browser may cause the accessiBe Systems to operate at less than functional or optimal capacity.
- The Company exerts best commercial efforts to ensure that, within 48 hours of the date the accessiBe Systems are embedded into the Licensee Website, the Licensee Website will become substantially accessible in accordance with the provisions of the Standard. Nonetheless, it is possible that, for reasons arising from the Licensee Website and/or changes and updates that may be performed, from time to time, by the Licensee and/or their representatives on the Licensee Website and/or for other reasons beyond the control of the Company, the Licensee Website may not be substantially accessible at any given time.
- The Company grants solely to the Licensees, and solely during normal business hours and via e-mail, technical support services, including assistance in operating the accessiBe Systems, solutions to malfunctions in the accessiBe Systems, use of the personal Licensee account and similar technical and operational matters of payment, purchase or termination of transactions.
- The Licensee agrees to cause its client to report any malfunction or issue observed in the accessiBe Systems immediately to the Company by e-mail; upon receipt of such report, the Company undertakes to investigate the malfunction in a reasonably prompt manner.
- The Company shall employ its best efforts to resolve malfunctions in the accessiBe Systems in a reasonably prompt manner. In the event that the technology needed to resolve an issue does not exist, or in the event that its implementation is not possible, the Company shall document the issue in its records and resolve it once this becomes possible on a technological level, subject to and in accordance with the Company’s undertakings toward the Licensee.
- The Company does not undertake to manage and/or resolve malfunctions or issues originating in the Licensee Website. For the avoidance of doubt, under no circumstances will any changes be made to the code in the Company’s systems and/or platforms in order to adapt them to the peculiar needs of a Licensee Website.
LIMITATION OF LIABILITY; LICENSEE RESPONSIBILITY
- From time to time, the Company may update and/or upgrade the accessiBe Systems (including the Company’s servers), which may cause a temporary interruption in the provision of the Services. The Company has no control over malfunctions that may occur, from time to time, in respect of the availability of the Services included in the accessiBe Systems, nor over services provided by third parties.
- The Licensee is aware that the Website, any and all communications with the Company’s representatives, and the use of the accessiBe Systems do not constitute the provision of legal advice and may not be relied on for any legal purpose. The use of each of the accessiBe Systems or Services does not substitute legal consultation.
- Without derogating from the generality of the foregoing: (a) the ACE System reports may not accurately reflect a website's accessibility features, and (b) any Claims Support Services provided (if provided) are at Licensee’s own risk; and each is subject in all respects to all limitation of liability provisions set forth herein.
- The Licensee is aware that the installation of the accessiBe Systems cannot guarantee that claims will not arise, and that embedding the accessiBe Systems in the Licensee Website does not, on its own, fulfill all of the requirements of applicable law in respect of website accessibility (accessiBe does not remediate PDF files or create subtitles for videos, for example). The Company does not undertake that the Licensee Website will be 100% accessible at any given moment, owing to factors such as Licensee changes made to the Licensee Website, issues originating in the Licensee Website and /or limitations stemming from technological reasons. The Licensee irrevocably waives any claims against the Company from any liability, legal or otherwise, and that it shall assert no claims against the Company in this regard (including in relation to any Claims Support Services, if provided).
- In order for the Company to be able to provide Claims Support Services, the Licensee shall, as a prerequisite, provide the Company with any and all information required by Company for such purpose. The Company shall not use such information other than for purposes of providing Claims Support Services.
- The Licensee is aware that, as a security measure, in the event the Licensee’s requires deciphering of more than 1,000 images and/or links per website per month, the accessiBe System will block such exceeding decipher requests, and the Company will contact the Licensee requesting that the Licensee decipher all images/links on its Licensee Website. The Company shall employ reasonable commercial efforts to instruct the Licensee on how to decipher such images/links. In the event the Licensee is unable or unwilling to implement the Company’s instructions, the Licensee may notify the Company that it wishes to terminate its engagement with the Company, which case the Company will fully refund Licensee for any fees paid with respect to the services related to the relevant Licensee Website.
- The Licensee is aware that the Company does not treat URL parameters as pages, files and/or images. The Licensee has the responsibility to assure that all pages, files and/or images on the Licensee’s Website can be accessed through a standard URL. For the avoidance of doubt, prior to the processing of any page, file and/or image, the accessiBe System omits all URL’s parameters, such that a page, file and/or an image which shall be available only through URL parameters, shall not be processed through the accessiBe System.
The Licensee is aware that the installation of the accessiBe System must be made directly within the BODY HTML tag of the Licensee’s Website, and that the installation code must appear on the browser’s “view source-code” feature. The installation of the accessiBe System may be executed either by: (i) the use of a plugin, (ii) the use of the installation code directly, (iii) the use of a third-party script manager, or (iv) the use of any other means, as long as such mean meets the abovementioned requirements. The Licensee is aware that installing the accessiBe System in different ways than detailed herein, might cause certain parts of the accessiBe System to not properly perform.
- The Licensee is aware that Geo-Blocking could prevent the Company from rendering the Services and/or the accessiBe Systems from performing properly. “Geo-Blocking” means: (i) a Licensee’s Website being unreachable from certain locations; or (ii) a Licensee’s Website redirecting to a different website based on user location.
- It is the Licensee’s responsibility to verify, prior to using the accessiBe Systems, the integrity of the Licensee Website’s connectivity, and that of the server on which it is stored, to the internet network and to Licensee’s infrastructure (telephone, computer and so forth). The Company shall not bear liability for any damage to the Licensee on account of the foregoing issues, for which the Licensee is responsible.
- Without derogating from the foregoing, the Licensee agrees that, in any event and with respect to any of the accessiBe Systems or Services, the Company’s liability towards it will be limited to a sum equal to the aggregate payments made by the Licensee to the Company with respect to the relevant Licensee Website in the six (6) months preceding a claim or alleged breach, and no more.
- The Company is not responsible for the contents of documents and/or graphics files and/or other data found on the Licensee Website, including with respect to copyrights and/or patents and/or trademarks and/or accessibility of texts, pictures, attached PPT, EXCEL, WORD, PDF, audio, video, VIMEO or YouTube files, nor files of any other video provider, nor any other file of any kind for which Licensee is responsible.
- The Company is not responsible for any loss and/or expense and/or damage incurred by the Licensee and/or any third party on account of its rendering the Licensee Website accessible, and full and exclusive liability in this regard remains with the Licensee. Similarly, the Company is not responsible for re-organizing the Licensee Website after the accessiBe Systems have been embedded. The Company shall not bear any responsibility for any damage, inconvenience or loss incurred by the Licensee, directly or indirectly, as a result of its use of the accessiBe Systems and the embedding thereof in the Licensee Website.
- Without derogating from the release and limitation of liability set out above, in no event shall Company be responsible, and the Licensee exempts the Company from, any liability and/or duty and/or demand and/or claim arising prior to the completion of the accessibility rendering process on the Licensee Website through the use of the accessiBe Systems.
- In addition, and without derogating from the generality above, the Licensee shall indemnify and hold harmless the Company for any sum the Company bears and/or is required to incur for matters that are the Licensee’s responsibility, in addition to legal expenses, attorneys’ fees and other costs, to the extent applicable, within 30 days of receiving the Company’s first written demand.
- The Licensee undertakes to embed the system in a staging or testing website before installing the system on the Licensee Website, and, only after verifying that there is no malfunction or damage caused to such website, to embed the accessiBe Systems into its live or main Licensee Website.
- The accessiBe Systems, based on software, hardware, and communications networks, are exposed to the inherent risks of such systems, including the risk of malicious software (viruses, trojan horses, etc.), wiretapping, hacking by hostile entities, impersonations and other online systems and scams. The Company invests its efforts in defending against these risks. Nonetheless, it is not possible, and the Licensee is aware that it is not possible, to ensure complete immunity, and there may be damages and/or losses incurred in the event that such risks are realized, including disclosure and/or corruption of information provided and/or presented in the accessiBe Systems, corruption of instructions/requests, unauthorized account actions, disruptions to the operation of the accessiBe Systems and/or their response time, including interruption, partial performance and/or late performance of instructions/requests, unavailability of accessiBe Systems or the Services, etc., by virtue of such unlawful third party interference.
- No conversation or correspondence with any Company employee or representative and/or other information provided by the Company shall be considered legal advice, and the Licensee shall have no claims to the contrary.
3. INTELLECTUAL PROPERTY
You understand and agree that the Products contain proprietary information and materials, such as videos, coursework, lesson plans, training modules, photographs, text, graphics, images, and sound recordings, (collectively, the “Product Content” including but not limited to the individual design elements, selection, layout, coordination, structure, expression, and sequencing, user interfaces, “look and feel,” and arrangement embodied in the Program that are owned by Myrna & Co., LLC and/or its licensors and are protected by copyright, trademark, and other applicable intellectual property laws. Duplicating, sharing, or uploading any Product Content, including to any sharing or social media sites, is considered stealing and an infringement of our intellectual property rights, and Myrna & Co., LLC will prosecute such misconduct to the fullest extent permitted by law.
Myrna & Co., LL provides you with the Products solely for your own personal, noncommercial use, and you agree that you will not use any of the Product Content in any way whatsoever except for use in compliance with this Agreement. You will not use any Product Content in a manner that constitutes an infringement of Myrna & Co., LLC’s rights or that has not been authorized by Myrna & Co., LLC. More specifically, unless explicitly authorized in this Agreement, you may not modify, copy, reproduce, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works of, exploit, or distribute in any manner or medium (including by email or other electronic means) any Product Content. You may, however, from time to time, download and/or print one copy of individual pages of the Product Content for your personal, noncommercial use, provided that you keep intact all copyright and other proprietary notices.
By using the products, you understand and are aware that you may not create derivative works, resource guides, marketing or business materials, source material, intellectual property, websites, blogs, web content, or any other works that reference Myrna & Co., LLC, the Products, or the Product Content, or infringe on any of Myrna & Co., LLC’s or its licensors’ intellectual property in any way. All copyrights, trademarks, and other intellectual property rights in and to the Products and the Product Content (including the compilation of content, postings, links to other internet resources, and descriptions of those resources) are owned by Myrna & Co., LLC and/or its licensors, which reserve all of their rights, title, and interests in law and equity. THE USE OF THE PRODUCTS, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF MYRNA & CO., LLC AND/OR ITS LICENSORS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INFRINGEMENT.
The trademarks, service marks, and logos of Myrna & Co., LLC (the “Myrna & Co., LLC Trademarks”) used and displayed in the Products are registered and unregistered trademarks or service marks of Myrna & Co., LLC. Nothing in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless the establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Myrna & Co., LLC Trademarks inures to our benefit.
4. THIRD-PARTY MATERIALS AND WEBSITES
Myrna & Co., LLC may provide links to third-party materials and websites as a convenience to you. These links are provided solely as a convenience to you and not as an endorsement by Myrna & Co., LLC of the contents on such third-party sites, and we expressly disclaim any representations regarding the content or accuracy of materials on such third-party websites. You acknowledge and agree that Myrna & Co., LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or products available on or through any such linked site. You agree that it is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, etc., or other content available through such third-party sites. You agree that you will be responsible for all payment and other obligations associated with your use of any and all third-party materials and websites. You further agree that you will not use any third-party materials and websites in a manner that would infringe or violate the rights of any other party and that Myrna & Co., LLC will not be liable for your improper use of third-party materials and websites. Any affiliate links that linked on the site will be clearly marked; however, we encourage you to reach out with any questions you may have regarding affiliate links. Company marks (whether or not registered) may not be used for any reason without written permission. Client agrees not to register, operate, or lease any domain with a confusingly similar name to any such mark without permission of Company.
5. REPRESENTATIONS AND WARRANTIES
THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE IN CONNECTION WITH THE PRODUCTS. WE’VE TAKEN REASONABLE EFFORTS TO ENSURE THAT WE ACCURATELY REPRESENT OUR PROGRAMS AND THEIR ABILITY TO HELP YOU GROW YOUR BUSINESS. HOWEVER, MYRNA & CO., LLC DOES NOT GUARANTEE THAT YOU WILL GET ANY RESULTS OR EARN ANY MONEY USING ANY OF OUR PRODUCTS, IDEAS, TOOLS, STRATEGIES, OR RECOMMENDATIONS, AND NOTHING ON OUR WEBSITES OR IN OUR PRODUCTS IS A PROMISE OR GUARANTEE TO YOU OF FUTURE EARNINGS.
YOU EXPRESSLY AGREE THAT YOUR USE OR INABILITY TO USE THE PRODUCTS IS AT YOUR SOLE RISK. BY PURCHASING THE PRODUCTS, YOU ACCEPT, AGREE, AND UNDERSTAND THAT YOU ARE FULLY RESPONSIBLE FOR YOUR PROGRESS AND RESULTS FROM YOUR PARTICIPATION AND THAT WE OFFER NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES (EXPRESSED OR IMPLIED) REGARDING YOUR EARNINGS, BUSINESS PROFITS, MARKETING PERFORMANCE, AUDIENCE GROWTH, OR RESULTS OF ANY KIND. YOU ALONE ARE RESPONSIBLE FOR YOUR ACTIONS AND BUSINESS, WHICH ARE DEPENDENT ON PERSONAL FACTORS INCLUDING, BUT NOT NECESSARILY LIMITED TO, YOUR SKILL, KNOWLEDGE, ABILITY, DEDICATION, BUSINESS SAVVY, NETWORK, AND FINANCIAL SITUATION, TO NAME JUST A FEW. YOU ALSO UNDERSTAND THAT ANY TESTIMONIALS OR ENDORSEMENTS BY OUR CUSTOMERS OR AUDIENCE REPRESENTED IN OUR PRODUCTS, PROGRAMS, WEBSITES, CONTENT, LANDING PAGES, SALES PAGES, OR OFFERINGS HAVE NOT BEEN SCIENTIFICALLY EVALUATED BY US, AND THE RESULTS EXPERIENCED BY INDIVIDUALS MAY VARY SIGNIFICANTLY. ANY STATEMENTS OUTLINED IN OUR PRODUCTS, WEBSITES, PROGRAMS, CONTENT, AND OFFERINGS ARE SIMPLY OUR OPINIONS AND THUS ARE NOT GUARANTEES OR PROMISES OF ACTUAL PERFORMANCE.
B) LIMITATION OF LIABILITY. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) MYRNA & CO., LLC, ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, LICENSORS, SUCCESSORS, OR ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR OUT OF YOUR USE OF THE PRODUCTS OR PURCHASES HEREUNDER; AND (II) YOUR DIRECT DAMAGES SHALL BE LIMITED TO THE FEES YOU PAID FOR THE APPLICABLE PRODUCT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
6. ADDITIONAL TERMS AND CONDITIONS
A. GOVERNING LAW. The Parties have entered into this Agreement in the State of Delaware and agree that the validity, interpretation, and legal effect of this Agreement, as well as all disputes arising out of the Agreement shall be determined in accordance with the laws of the State of Delaware, United States of America, without regard to conflicts of law principles that would dictate the application of the law of a different jurisdiction. In the event of any action or proceeding arising out of, relating to or concerning this Agreement, or litigation arising from the terms and conditions of this agreement, including, without limitation, any claim of breach of contract, shall be determined in accordance with the laws of the State of Delaware, and that venue of any action will be located in the District Court of New Castle Country, Delaware.
C. BINDING EFFECT. This Agreement shall be binding upon, is for the sole benefit of the Parties hereto, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. The Parties have no right to assign this Agreement, by operation of law or otherwise.
D) TERMINATION. Myrna & Co., LLC is committed to providing all customers with a positive experience. If you fail, or Myrna & Co., LLC suspects that you have failed, to comply with any of the provisions of this Agreement, Myrna & Co., LLC, in its sole discretion and on notice to you, may: (a) limit, suspend, or terminate your access to the Products and/or you participation in program without refund; and/or (b) terminate this Agreement. Your obligations to Myrna & Co., LLC under this Agreement will survive expiration or termination of this Agreement for any reason.
E) MODIFICATIONS AND AMENDMENTS. Myrna & Co., LLC reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your access and use of the Products. Such modifications and additional terms and conditions shall be effective immediately and incorporated into this Agreement. Your continued use of the Products will be deemed your acceptance thereof. The changes may be listed in an area accessible to you on Myrna & Co., LLC’s website or you may be notified by either e-mail or postal mail. If you have any questions, please contact us directly at [email protected].
F. INDEMNIFICATION. To the extent permitted by applicable laws, both Parties agree to defend, indemnify, and hold harmless the respective party, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns from and against any and all liabilities and expense whatsoever — including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements — which any of them may incur or become obligated to pay arising out of or resulting from breach of this Agreement.
G. BINDING ARBITRATION. ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE TO BE SETTLED BY BINDING ARBITRATION IN THE STATE OF DELAWARE, OR ANOTHER LOCATION MUTUALLY AGREEABLE TO THE PARTIES. ANY ARBITRATION AWARD MAY BE CONFIRMED IN A COURT OF COMPETENT JURISDICTION.
H) EQUITABLE RELIEF. You acknowledge and agree that in the event of a breach or threatened violation of Myrna & Co., LLC’s intellectual property rights and confidential and proprietary information by you, Myrna & Co., LLC. Myrna & Co., LLC will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. Myrna & Co., LLC may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of the Arbitration referenced above. You consent to the personal and subject matter jurisdiction of the federal and state courts in NEW CASTLE COUNTY, DE, United States of America for purposes of any such action by Myrna & Co., LLC.
I. COMPLIANCE WITH LAW. The parties shall comply with all applicable laws in performing this agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail.
J. NO WAIVER. If the Parties choose to waive one provision of this agreement, that does not mean that any other provision is also waived. The party against whom a waiver is sought to be effective must have signed a waiver in writing.
K. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, inducements or conditions, express or implied, written or oral, between the parties. This agreement expressly supersedes any and all prior written and/or oral agreements, and the terms and conditions of this agreement cannot be modified without the express written consent of both parties. The terms and conditions of this Agreement shall be binding upon the parties, their personal representatives, successors and assigns, and may not be assigned to any third party beneficiary.