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CHASE FULL POTENTIAL, LLC
TERMS AND CONDITIONS OF SERVICE/USER AGREEMENT

This Terms and Conditions of Service/User Agreement (“Agreement”) is a legal document that explains your rights and obligations as a user of Chase Full Potential from Chase Full Potential, LLC (the “Company”).Chase Full Potential, along with its campuses, is an online service offered by the Company. By accessing or using any website with an authorized link to the Website, registering an account, or accessing or using any content, information, services, features, or resources available or enabled via the Website (collectively, the “Services”), 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.

1. REGISTRATION AS A USE; APPLICATION OF TERMS TO YOUR YOUR ACCOUNT

You become a user of Services (“User”) by completing the registration of an account for Services (“Account”). This Agreement takes effect as soon as you indicate your acceptance of these terms. You may not become a User if you are under the age of 18. Services are not intended for persons under 18 and the Company will not knowingly collect personal information from persons under the age of 18.

When registering an Account, you agree to provide only true, accurate, current, and complete information requested by the Company and to promptly update such data thereafter as necessary. In registering an Account, you represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and 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 and any other breach of the security of your Account and to exit from your Account at the end of

each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services.

You further agree that you will not maintain more than one Account for the same Company service at any given time. The Company reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and 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 and inure to the benefit of the Company.

A. Contracting Party

For any interaction with Services, your contractual relationship is with the Company. Except as otherwise indicated at the time of the transaction, any transaction you make on Services are being made from the Company unless otherwise indicated.

B. Subscriptions; Content and Services

As a User, you may obtain access to certain services, software, and content available to Users. The Services and any other software, content, and updates you download or access via Services, including but not limited to the Company or third-party content, and any virtual items you trade, sell or purchase in Services are referred to in this Agreement as “Content and Services;” the rights to access and/or use any Contents and Services accessible through Services are referred to in this Agreement as “Subscriptions.".

Each Subscription allows you to access particular Content and Services. Some Subscriptions may impose additional terms specific to that Subscription. The Subscription terms are binding on you once you indicate your acceptance of them or of this Agreement.

C. Your Account

Your Account may also include billing information you provide to the Company for the purchase of Subscriptions, Content, and Services (“Product”). You may not reveal, share or otherwise allow others to use your password or Account except as otherwise specifically authorized by the Company. You are responsible for the confidentiality of your login and password and for the security of your computer system or mobile device. The Company is not responsible for the use of your password and Account or for all of the communication and activity on Services that result from the use of your login name and password by you, by any person to whom you may have intentionally or by negligence disclosed your login and/or password in violation of this confidentiality provision. Unless it results from the Company’s negligence or fault, the Company is not responsible for the use of your Account by a person who fraudulently used your login and password without your permission. If you believe that the confidentiality of your login and/or password may have been compromised, you must notify the Company without any delay.You Account, including any information pertaining to it (E.g. contact information, billing information, Account history, and Subscriptions, etc.), is strictly personal. You may therefore not sell or charge others for the right to use your Account, or otherwise transfer your Account, nor

may you sell, charge others for the right to use, or transfer any Subscriptions other than if and as expressly permitted by this Agreement or otherwise permitted by the Company.

D. Payment Processing

Payment processing related to Content and Services is performed by either the Company directly or by the Company’s affiliates on behalf of the Company depending on the type of payment method used. In any case, delivery of Content and Services is performed by the Company.

D. Payment Processing

Payment processing related to Content and Services is performed by either the Company directly or by the Company’s affiliates on behalf of the Company depending on the type of payment method used. In any case, delivery of Content and Services is performed by the Company.

2. LICENSES

A. General Content and Services License

Services and your Subscription(s) require the automatic download and installation of Content and Services onto your computer or mobile device. The Company hereby grants, and you accept, a non-exclusive license and right, to use the Content and Services for your personal, non-commercial use (except where commercial use is expressly allowed herein). This license ends upon termination of (a) this Agreement or (b) a Subscription that includes the license. The Content and Services are licensed, not sold. Your license confers no title or ownership in the Content and Services. To make use of the Content and Services, you must have a Services Account and you may be required to be running the Services client and maintaining a connection to the Internet.

For reasons that include, without limitation, system security and stability, Services may need to automatically update, pre-load, create new versions of or otherwise enhance the Content and Services and accordingly, the system requirements to use the Content and Services may change over time. You consent to such automatic updating. You understand that this Agreement does not entitle you to future updates, new versions or other enhancements of the Content and Services associated with a particular Subscription, although the Company may choose to provide such updates, etc. in its sole discretion.

B. Ownership of Content and Services

All title, ownership rights and intellectual property rights in and to the Content and Services and any and all copies thereof, are owned by the Company and/or its or its affiliates’ licensors. All rights are reserved, except as expressly stated herein. The Content and Services are protected by copyright laws, International copyright treaties and conventions and other laws. The Content and Services contains certain licensed materials and the Company’s and its affiliates’ licensors may protect their rights in the even of any violation of this Agreement.

C. Restrictions on Use of Content and Services

You may not use the Content and Services for any purpose other than the permitted access to Services and your Subscriptions, and to make personal, non-commercial use of your Subscriptions, except as otherwise permitted by this Agreement. Except as otherwise permitted under this Agreement, Rules of Use, or under applicable law notwithstanding these restrictions, you may not, in whole or in part, copy, photocopy, reproduce, publish, distribute, translate,

reverse engineer, derive source code from, modify, disassemble, decompile, create derivative works based on, or remove any proprietary notices or labels from the Content and Services or any software accessed via Services without the prior, written consent of the Company.

You are entitled to use the Content and Services for your own personal use, but you are not entitled to: (i) sell, grant a security interest in or transfer reproductions of the Content and Services to other parties in any way, nor to rent, lease or license the Content and Services to others without the prior written consent of the Company, except to the extent expressly permitted elsewhere in this Agreement, including any Rules of Use; (ii) host or provide services for the Content and Services or emulate or redirect the communication protocols used by the Company in any network feature of the Content and Services, through protocol emulation, tunneling, modifying or adding components to the Content and Services, use of a utility program or any other techniques now known or hereafter developed, for any purpose including, but not limited to network over the Internet, network utilizing commercial or non-commercial networks or as part of content aggregation networks, websites or services, without the prior written consent of the Company; or (iii) exploit the Content and Services or any of its parts for any commercial purpose, except as expressly permitted elsewhere in this Agreement.

3. BILLING, PAYMENT AND OTHER SUBSCRIPTIONS

You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You also agree to pay all applicable taxes. You must provide the Company with valid payment information in connection with your orders. By providing the Company with your payment information, you agree that (i) the Company is authorized to immediately invoice your Account for all fees and charges due and payable to the Company hereunder, (ii) the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g. credit card transaction processing, merchant settlement, and related services), and (iii) no additional notice or consent is required for the foregoing authorizations. You agree to notify the Company of any change in your payment information. The Company reserves the right at any time to change its prices and billing methods. If payment cannot be charged to your payment card or your payment is returned for any reason, the Company reserves the right to either suspend or terminate your access to the paid-for services.

A. Payment Authorization

When you provide payment information to the Company or to one of its payment processors, you represent to the Company that you are the authorized user of the card, PIN, key or account associated with that payment, and you authorize the Company to charge your credit card or to process your payment with the chosen third-party payment processor for any Subscription, Product or other fees incurred by you. The Company may require you to provide your address or other information in order to meet the obligations under applicable tax law If your use of Services is subject to any type of use or sales tax or VAT, then the Company may also charge you for those taxes, in addition to the Subscription or other fees published in the Rules of Use.

You agree that you will not use IP proxying or other methods to disguise the place of your residence, wether to circumvent geographical restrictions on content, to purchase at pricing not applicable to your geography, or for any other purpose. If you do this, the Company may terminate your access to your Account.

B. Responsibility for Charges Associated With Your Account

As the Account holder, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your Account, including your family and friends. If you cancel your Account, the Company reserves the right to collect fees, surcharges or costs incurred before cancellation. Any delinquent or unpaid Accounts must be settled before the Company will allow you to register again.

C. Free Subscriptions

In some cases, the Company may offer a free Subscription to certain services, software and content. As with all Subscription, you are always responsible for any Internet service provider, telephone, and other connection fees that you may incur when using Services, even when the Company offers a free Subscription.

D. Third-Party Sites

Services may provide links to other third-party sites. Some of these sites may charge separate fees, which are not included in and are in addition to any Subscriptions or other fees that you may pay to the Company. Services may also provide access to third-party vendors, who provide content, goods and/or services on Services or the Internet. Any separate charges or obligations you incur in your dealings with these third-parties are your responsibility. The Company makes no representations or warranties, either express or implied, regarding any third-party site. In particular, the Company makes no representation or warranty that any service or subscription offered via third-party vendors will not change or be suspended or terminated

4. ONLINE CONDUCT AND ILLEGAL BEHAVIORY

our online conduct and integration with other Users and Proctors should be guided by common sense and basic etiquette. The Company may terminate your Account or a particular Subscription for any conduct or activity that we deem as illegal, improper, or otherwise negatively affecting the enjoyment of Services by other Users or Proctors. You acknowledge that the Company is not required to provide you notice before terminating your Subscription(s) and/or Account.

5. OWNERSHIP AND LICENSE TO USE THE SERVICES

A. Use of the Services

Except with respect to User Content, the Company and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, the 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. The Company, its suppliers and service providers reserve all rights not granted in this Agreement.

B. Trademarks

The Company’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of the Company and may not be used without permission in connection with any third-party products or services. Other trademarks, 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 in or accompanying the Services.

C. Restrictions on Use of Services

The rights granted to you in this Agreement are subject to the following restrictions: (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 the Company; (c) you shall not use any metatarsi or other “hidden text” using the Company’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, 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” 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 access the Services to build a similar or competitive website, application or service; (g) 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; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) 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 (j) you shall not attempt to harm our 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 the 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 terminates the licenses granted by the Company pursuant to this Agreement.

D. Third-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 have left the Services. The Company does not control and is not responsible for Third-Party Links. The 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.

8. AFFILIATE PROGRAM

A. Affiliates

Chase Full Potential from Chase Full Potential, LLC will engage in an affiliate program allowing third-party affiliates to be provided with an affiliate link to share with other third-parties and potential users to access the Services provided by the Company. Each affiliate will receive a commission based on the number of users who subscribe to the Company’s services as a new member using the affiliate link provided. You understand the affiliate relationship outlined in this Section and hereby agree to the use of the same as stated in these Terms and Conditions without limitation.

B. Limitation of Liability and Indemnification

To the maximum extent permitted by applicable law, the Company shall not be liable in any way for loss or damage of any kind resulting from your relationship with any of the Company’s affiliates under this Section outside of the scope of the Services provided by the Company and control of the same.

Furthermore, you agree to indemnify and hold the Company, its corporate parents, subsidiaries, and its officers, directors, employees, agents, representatives, partners and licensors of each harmless from any damages, losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of any claims concerning the Company’s affiliates under the affiliate program outlined in this Section.

9. DISCLAIMERS AND LIABILITY PROVISIONS

PLEASE NOTE THAT THIS SECTION DOES NOT EXCLUDE ANY GUARANTEE, RIGHT OR REMEDY THAT CANNOT BE SO EXCLUDED, RESTRICTED OR MODIFIED UNDER LOCAL CONSUMER PROTECTION LAW.

Prior to acquiring a Subscription, you should consult the product information made available on Services, including Subscription description, minimum technical requirements, and user reviews.

A. Disclaimers

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, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM THE USE OF THE SERVICES AND PRODUCTS. THE COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES OR ANY PRODUCTS WILL MEET YOUR REQUIREMENTS OR (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

 

TO THE MAXIMUM 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 THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

THE COMPANY PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. WITHOUT LIMITING THE FOREGOING, THE CMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OR INABILITY TO USE THE SERVICE OR FROM ANY PRODUCTS OR TRANSACTIONS OR TRANSFERS RELATING TO PRODUCTS, OR FROM ANY THIRD-PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH, AND INCLUDING FROM ANY DISPUTE WITH ANY OTHER USE OF THE SERVICE.

B. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY, ITS LICENSORS, NOR THEIR AFFILIATES, NOR ANY OF THE COMPANY’S SERVICE PROVIDERS, SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, YOUR ACCOUNT, YOUR SUBSCRIPTIONS AND THE CONTENT AND SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT,

INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICES, THE CONTENT AND SERVICES, THE SUBSCRIPTIONS, AND ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH, OR THE DELAY OR INABILITY TO USE THE CONTENT AND SERVICES, SUBSCRIPTIONS OR ANY INFORMATION, EVEN IN THE EVENT OF THE COMPANY’S OR ITS AFFILIATES’ FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR BREACH OF THE COMPANY’S WARRANTY AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND LIABILITY EXCLUSIONS APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE RECOMPENSE.

YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR ANY THID PARTY MATERIALS IS TO STOP USING THE SERVICES. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE COMPANY PARTIES ARE LIABLE TO YOU EXCEED THE GREATER OF (A) THE TOAL AMOUNT ACTUALLY PAID TO THE COMPANY BY YOU DURING THE TWELVE MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE OR REGULATION UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF THE COMPANY PARTY FOR DEATH, TANGIBLE PROPERTY DAMAGE, OR PERSONAL INJURY CAUSED BY THE COMPANY PARTY’S GROSS NEGLIGENCE OR FOR ANY INJURY CAUSED BY THE COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

C. No Guarantees

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ITS AFFILIATES GUARANTEE CONTINUOUS, ERROR-FREE, VIRUS-FREE OR SECURE OPERATION AND ACCESS TO THE SERVICES, THE CONTENT AND SERVICES, YOUR ACCOUNT AND/OR YOUR SUBSCRIPTION(S) OR ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH.

D. Indemnification

YOU AGREE TO INDEMNIFY AND HOLD THE COMPANY, ITS CORPORATE PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS OF EACH (COLLECTIVELY, THE “COMPANY PARTIES”) HARMLESS FROM ANY DAMAGES, LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES) RELATING TO OR ARISING OUT OF ANY CLAIMS CONCERNING: (A) YOUR CONTENT; (B) YOUR USE/MISUSE OF THE SERVICES; (C) YOUR VIOLATION OF THIS AGREEMENT; (D) YOUR VIOLATION OF ANY RIGHTS OF ANOTHER PARTY, INCLUDING ANY USERS; (E) YOUR VIOLATION OF ANY APPLICABLE LAWS, RULES OR REGULATIONS; (F) THIRD-PARTY CLAIMS THAT YOU OR SOMEONE ELSE USING YOUR PASSWORD DID SOMETHING THAT, IF TRUE, WOULD VIOLATE ANY OF THESE TERMS, (G) ANY MISREPRESENTATIONS MADE BY YOU, OR (H) A BREACH OF ANY REPRESENTATIONS OR WARRANTIES YOU HAVE MADE TO US. THE 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 THE COMPANY IN ASSERTING ANY AVAILABLE DEFENSES. THIS PROVISION DOES NOT REQUIRE YOU TO INDEMNIFY ANY OF THE COMPANY PARTIES FOR ANY UNCONSCIONABLE COMMERCIAL PRACTICE BY SUCH PARTY OR FOR SUCH PARTY’S NEGLIGENCE, FRAUD, DECEPTION, FALSE PRMISE, MISREPRESENTATION OR CONCEALMENT, SUPPRESSION OR OMISSION OF ANY MATERIAL FACT. YOU AGREE THAT HTE PROVISIONS IN THIS SECTION WILL SURVIVE ANY TERMINATION OF YOUR ACCOUNT, THIS AGREEMENT OR YOUR ACCESS TO THE SERVICES.

10. AMENDMENTS TO THIS AGREEMENT

This Agreement may at any time be mutually amended by your explicit consent to changes proposed by the Company. Furthermore, the Company may amend this Agreement (including any Subscription Terms or Rules of Use) unilaterally at any time in its sole discretion. In this case, you will be notified by e-mail of any amendment to this Agreement made by the Company within 10 (ten) days before entry into force of the said amendment. Your failure to cancel your Account within ten (10) days after the entry into force of the amendments, will constitute your acceptance of the amended terms. If you don’t agree to the amendments or to any of the terms of this Agreement, your only remedy is to cancel your Account or to cease use of the affected Subscription(s). The Company shall not have any obligation to refund any fees that may have accrued to your Account before cancellation of your Account or cessation of use of any Subscription, nor shall the Company have any obligation to prorate any fees in such circumstances.

11. TERM AND TERMINATION

A. Term

The Term of this Agreement (the “Term”) commences on the date you first indicate your acceptance of these terms, and will continue in effect until otherwise terminated in accordance with this Agreement.

B. Termination by You

You may cancel you Account at any time. You may cease the use of a Subscription at any time or, if you choose, you may request that the Company terminate your access to a Subscription. Subscriptions are non-transferrable. Access to Subscriptions purchased as a part of a pack or bundle cannot be terminated individually, termination of access to one product/service purchase in the pack. Your cancellation of an Account, or your cessation of use of any Subscription or

request that access to a Subscription be terminated, will not entitle you to any refund, including any Subscription fees. The Company reserves the right to collect fees, surcharges or costs incurred prior to the cancellation of your Account or termination of your access to a particular Subscription. In addition, you are responsible for any charges incurred to third-party vendors or content providers before your cancellation.

12. APPLICABLE LAW AND JURISDICTION

This document is governed by and is to be construed in accordance with the laws of the State of Florida.

 

All disputes, controversy, difference or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, or any dispute regarding non-contractual obligations shall be finally settled by the appropriate Court situated in Duval County, Florida.

13. MISCELLANEOUS PROVISIONS

A. Electronic Communications

The communications between you and the Company use electronic means, whether you visit the Services or send the Company emails, or whether the Company posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from the Company in an electronic form; and (2) agree to all terms and conditions, agreements, notices, disclosures, and other communications and documents that the 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.

B. Assignment

This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without the Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

C. Force Majore

The 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, embargo, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials

D. Notice

Where the Company requires that you provide an email address, you are responsible for providing the Company with your most current email address. In the event that the last email

address you provided to the Company is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, the Company’s dispatch of the email containing such notice will nonetheless constitute effective notice. You must give notice to the Company at the following address:_________________________________________________, Attention: Legal Department. Such notice shall be deemed given when received by the Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

E. Waiver

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.

F. Severability

Except as otherwise set forth in this Agreement, in the event that any provision of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision 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.

G. Entire Agreement

This Agreement, including any Terms and Conditions, Privacy Policy, and other policies of the Company, constitutes and contains the entire agreement between the parties with respect to the subject matter here of and supersedes an prior oral or written agreements.

H. Rights of Third Parties

You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement.

I. Complying with Applicable Law

The Company’s obligations are subject to existing laws and legal processes and the Company may comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term.

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