Terms of USE

Last Updated: November 15, 2022

Please read these Terms of Use (this “Agreement”) carefully. Your use of the Site (as defined below), or by clicking to accept or agree to this Agreement when this option is made available to you, constitutes your consent to this Agreement. If you do not want to agree to this Agreement, you must not access or use the Site.

This Agreement is between you and LiMAR AI Inc. (“Company” or “we” or “us” or “our”) concerning your use of (including any access to) the website currently located at www.looq.ai (together with any materials and services available therein, and any successor website(s) thereto, the “Site”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Company through the Site, or otherwise made available to you by Company.

BY USING THE SITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT.

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SITE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP, OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to “you” and “your” in this Agreement will refer to both the individual using the Site and to any such Organization.

1. Changes to the Site or this Agreement

We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. All changes are effective immediately when we post them and apply to all access and use of the Site thereafter. However, any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Site following the posting of any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. You are expected to check this page of the Site each time you access the Site. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify, or waive any fees required to use the Site; or offer opportunities to some or all Site users. We reserve the right to withdraw or amend any service or material we provide on the Site, in our sole discretion without notice.

2. Information Submitted Through the Site

Your submission of information through the Site is governed by our Privacy Policy, located at www.looq.ai/privacy-policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Site is and will remain accurate and complete, and that you will maintain and update such information as needed.

3. Jurisdictional Issues

The Site is controlled or operated (or both) from the United States and is not intended to subject Company to any non-U.S. jurisdiction or law. We make no claims that the Site or any of its content is accessible or appropriate in non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.

4. Rules of Conduct

In connection with the Site, you must not:

Post, transmit, or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful, or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner.
Post, transmit, or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, logic bomb, spyware, or other computer code, file, or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment (each, a “Virus”).
Use the Site, or any services or materials available through the Site, for any commercial purpose (unless explicitly authorized by us in writing, including pursuant to a separate written agreement with us), or for any purpose that is fraudulent or otherwise tortious or unlawful.
Transmit, or procure the sending of, any advertising or promotional material without Company’s prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
Harvest or collect information about users of the Site.
Attempt to gain unauthorized access to, or interfere with or disrupt the operation of, the Site, or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure, or policy of such servers and networks.
To engage in any other conduct that restricts or inhibits any other person from using the Site, or which may harm Company or users of the Site.
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Site, except as expressly authorized herein, without Company’s express prior written consent.
Reverse engineer, decompile, or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
Remove any patent, copyright, trademark, or other proprietary rights notice from the Site or contained in any services or materials available through the Site.
Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without Company’s express prior written consent.
Systematically download and store Site content.
Use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or otherwise gather Site content or reproduce or circumvent the navigational structure or presentation of the Site, without Company’s express prior written consent.

5. Services

The Site may make available certain features, functionality, listings, descriptions, and images of products (including hardware devices and other products) or services (including hosted software services) (collectively, “Services”), as well as references and links to Services. Such Services may be made available by Company or by third parties, and may be made available for any purpose, including general information purposes. The availability through the Site of any third party Services does not imply our endorsement of such third party Services or affiliation with the provider of such third party Services. Except as otherwise expressly provided for in a separate written agreement, if any, between you and us for any such Services, we make no representations as to the completeness, accuracy, reliability, validity, or timeliness of such Services (including any features, specifications, and prices contained therein) and such information and the availability of any Services is subject to change at any time without notice. It is your responsibility to ascertain and obey all applicable local, state, federal, and foreign laws regarding the use of any Services. Some Services may require you to agree to a services agreement or end user terms and conditions included on the portion of the Site where we provide such Services. You may also be required to comply with other instructions and agreements provided on-line when you log onto the Service.

6. Transactions

We may make available the ability to purchase or otherwise obtain certain Services through the Site (a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as payment information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY BANK ACCOUNT OR OTHER PAYMENT INFORMATION THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent and warrant that the applicable Services will be used only in a lawful manner.

Company reserves the right, including without prior notice, to limit the availability of or discontinue making available any Service; to impose conditions on the honoring of any discount or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any Service. Refunds will be subject to Company’s applicable refund policies. You agree to pay all charges incurred by you or on your behalf through the Site, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Transactions.

Services that are tangible items will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions contained on the Site. All Transactions are made pursuant to a shipment contract and, as a result, risk of loss and title for such Services pass to you upon delivery of the Services to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments.

7. Accounts; Accessing the Site

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with the Site or otherwise, including through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

We may reject, or require that you change, any user name, password, or other information that you provide to us in registering for an account. Your user name and password are for your personal use only and must be kept confidential. You acknowledge that your account is personal to you and agree not to provide any other person with access to all or part of the Site using your user name or password. You, and not Company, are responsible for any use or misuse of your user name or password. You agree to promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Site account. We have the right to disable any user name or password, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users. You are responsible for both:

· Making all arrangements necessary for you to have access to the Site, including that you are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed to use the Site.

· Ensuring that all persons who access the Site through your internet connection are aware of this Agreement and comply with it.

8. User Contributions; Feedback; Licenses

The Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) information, content, or materials (collectively, “User Contributions”) on or through the Site. Any User Contribution you post to the Site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you hereby grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform, and display (publicly or otherwise), create derivative works of, adapt, modify, and otherwise use, analyze, and exploit such User Contribution, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials). You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
Your provision of User Contributions through and in connection with the Site are complete and accurate, and are not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party.
All of your User Contributions otherwise do and will comply with this Agreement.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute and that you, not Company, have fully responsibility for such User Contribution, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SITE, YOU DO SO AT YOUR OWN RISK.

In addition, if you provide to us any ideas, proposals, suggestions, or other materials (“Feedback”), whether related to the Site, any Services, or otherwise, such Feedback will be deemed a User Contribution, and you hereby acknowledge and agree that such Feedback is not confidential or proprietary to you, and that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place Company under any fiduciary or other obligation.

You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each User Contribution that you may have under any applicable law under any legal theory.

9. Monitoring and Enforcement

We may (but have no obligation to) monitor, evaluate, alter, or remove User Contributions before or after they appear on the Site, or analyze your access to or use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose, including to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. We have the right to:

Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Site. YOU WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.
Terminate or suspend your access to all or part of the Site for any or no reason, including any violation of this Agreement.

10. Company’s Proprietary Rights

We and our suppliers own the Site and its entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), which is protected by intellectual property or other proprietary rights laws. This Agreement permits you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.

11. Trademarks

Our trade names, trademarks, and service marks include Looq, and LiMAR and any associated logos. All trade names, trademarks, service marks, and logos on the Site not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks, or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any right to use any trade names, trademarks, service marks, or logos without the express prior written consent of the owner.

12. Third Party Materials; Links

Certain Site functionality may make available access to information, products, services, and other materials made available by third parties, including User Contributions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route, and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading, or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by Company with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Site at any time. In addition, the availability of any Third Party Materials through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS, AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF USE/SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

13. Promotions

Any surveys or promotions (collectively, “Promotions”) made available through the Site may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern.

14. DISCLAIMER OF WARRANTIES

Your use of the Site, its content, and any services or items obtained through the Site is at your own risk. THE SITE AND ANY SERVICES AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND ANY SERVICES AND THIRD PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH COMPANY AND ITS AFFILIATES AND, AS APPLICABLE, THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

Without limiting the foregoing, neither Company nor anyone associated with Company guarantees that the Site, or its content or any services or items obtained through the Site, will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, or that the Site or any services or items obtained through the Site will otherwise meet your needs or expectations. In addition, third parties may make unauthorized alterations to the Site. If you become aware of any such alteration, contact us at legal-ip@looq.ai with a description of such alteration and its location on the Site.

You understand that we do not guarantee that files available for downloading from the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

15. LIMITATION OF LIABILITY

COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, OR DATA, LOSS OF OTHER INTANGIBLES, OR LOSS OF SECURITY OF USER CONTRIBUTIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY USER CONTRIBUTIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY SERVICES OR THIRD PARTY MATERIALS, INCLUDING ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY SERVICES OR THIRD PARTY MATERIALS IS TO STOP USING THE SITE. THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL BE THE GREATER OF: (A) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO COMPANY TO USE THE SITE; AND (B) TEN DOLLARS ($10). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH COMPANY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages. Solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have certain additional rights.

16. Indemnity

Except to the extent prohibited under applicable law, you agree to defend, indemnify, and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to: (a) your use of, or activities in connection with, the Site (including all User Contributions); and (b) any violation or alleged violation of this Agreement by you.

17. Termination

This Agreement is effective until terminated. Company may terminate or suspend your use of the Site at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with this Agreement. Upon any such termination or suspension, your right to use the Site will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete your user name, password, and account, and all associated materials, without any obligation to provide any further access to such materials. The parties hereto acknowledge that many of the terms and conditions of this Agreement are intended to survive any termination of this Agreement. Therefore, any terms and conditions that are intended by their nature to survive the termination of this Agreement shall survive such termination regardless of whether such provision is expressly stated as so surviving.

18. Governing Law; Arbitration

The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at http://www.adr.org/sites/default/files/Consumer_Rules_Web_2.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.

19. Information or Complaints

If you have a question or complaint regarding the Site, please send an e-mail to legal-ip@looq.ai . You may also contact us by writing to 10855 Sorrento Valley Rd. Suite 201, San Diego, CA 92121, or by calling us at +1-888-209-4958. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include bank account, credit card, or other payment information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA, 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

20. Export Controls

You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant, and covenant that you are not: (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a state sponsor of terrorism; or (b) on any of the U.S. government lists of restricted end users.

21. Miscellaneous

This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation”. This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.