TERMS OF USE
Effective & Last
Modified December 31, 2012
1.
INTRODUCTION
AND ACCEPTANCE
Salem Communications Corporation and its subsidiary entities
(collectively, “Salem”) offers you access to its interactive online websites,
applications and services. These Terms of Use, together with
our Privacy Policy and any additional terms which
might apply to certain products or services, govern your use of our websites (the
“Website[s]”) or any of our mobile widgets, services or other applications
(“Applications”) (together, our “Services”).
Please read
these Terms of Use carefully before using our Services. By using any of our
Services (other than to read these Terms of Use for the first time) you are
agreeing to comply with these Terms of Use, which may change from time to time
as set forth in Section 16 below. If you do not agree to be bound by these
Terms of Use, do not use our Services.
2.
INTELLECTUAL
PROPERTY
3.
ACCESS
AND USE
(a) We may offer
certain portions of our Services at no charge (e.g., Websites) and others for a
one-time fee, on a subscription basis or under any other lawful pricing
structure (e.g., mobile Applications). In all instances, our Services are not
being sold to you; rather, you are being granted a limited license to use our
Services. In addition, the license to use of any of our paid Services does not
necessarily transfer across operating systems and/or different equipment (e.g.,
mobile devices, computers, etc.). For example, unless we specifically tell you
otherwise, the use of any of our mobile Applications is limited to the relevant
device and/or operating system you are using at the time you purchase the
license to use the Application.
(b) Some of our
Websites may be offered to you conditioned on your payment of a fee (“Premium
Service Website(s)”). By using the Premium Service Websites, you will be
subject to any charges and rules set forth in the additional terms for that particular
Premium Service Website, in addition to the general terms provided below. We
will provide notice of any charges, or extra charges, before you register for
or enter a Premium Service Website. You are responsible for any charges for
premium content incurred by your account. We are not liable for any loss that
you may incur as a result of someone else using your password or account,
whether with or without your knowledge. In the event that you pay for a
Premium Service Website by credit card, you authorize us to charge your credit
card account by registering for the service and providing us with your credit
card information. You warrant to us that the credit card information that you
provide us is correct and is your account. You may cancel your membership in
the Premium Service Website at any time by contacting us using the contact
information provided on the Premium Service Website. We reserve the right to
terminate your access to the Premium Service Website at any time, without
notice, and upon such termination we shall return the unused pro-rata portion
of your membership fee.
(c) Our Services are
provided for use by you or your organization. When using our Services, you
agree to comply with all applicable federal, state, and local laws including,
without limitation, copyright law. Except as expressly permitted in these
Terms of Use or as we may otherwise permit, you may not use, reproduce,
duplicate, distribute, create derivative works based upon, publicly display,
publicly perform, publish, transmit, or otherwise exploit Service Content for
any purpose whatsoever without obtaining prior written consent from us or, in
the case of third-party content, its applicable owner. In certain instances,
we may suggest, ask or otherwise permit you to download, install or print
Service Content. In such a case, you may do so only in the manner authorized
and for your non-commercial use only. You acknowledge that you do not acquire
any ownership rights by downloading, installing or printing Service Content.
(d) Any software
that is made available to view and/or download in connection with our Websites
is owned or controlled by us and/or licensors, affiliates and suppliers and is
protected by copyright laws and international treaty provisions. Your use of
the software is governed by the terms of the end user license agreement, if
any, which accompanies or is included with the software. We accept no
responsibility or liability in connection with any software owned or controlled
by third parties.
(e) Furthermore,
except as expressly permitted in these Terms of Use, you may not:
(i)
Remove,
alter, cover, or distort any copyright, trademark, or other proprietary rights
notice we include in or through our Services or Service Content;
(ii)
Circumvent,
disable or otherwise interfere with our security-related features including,
without limitation, any features that prevent or restrict the use of or copying
of any software or other Service Content;
(iii)
Use
an automatic device (such as a robot or spider) or manual process to copy or
“scrape” the Website or Service Content for any purpose (except for that which routinely
occurs through the use of bona fide search engines) without our express written
permission;
(iv)
Collect
or harvest any personally identifiable information or non-personally
identifiable information from our Services including, without limitation, user
names, passwords, email addresses;
(v)
Solicit
other users to join or become members of any commercial online service or other
organization without our prior written approval;
(vi)
Attempt
to or interfere with the proper working of our Services or impair, overburden,
or disable the same;
(vii)
Decompile,
reverse engineer, or disassemble any portion of our software or other Service
Content, or our Services;
(viii)
Use
network-monitoring software to determine architecture of or extract usage data
from our Services;
(ix)
Encourage
conduct that violates any local, state or federal law, either civil or
criminal, or impersonate another user, person, or entity;
(x)
Violate
U.S. export laws, including, without limitation, violations of the Export
Administration Act and the Export Administration Regulations administered by
the Department of Commerce; or
(xi)
Engage
in any conduct that restricts or inhibits any other user from using or enjoying
our Services.
(g) For additional
terms applying to contests or sweepstakes conducted by this Website, refer to
this Website’s contest or sweepstakes information section, if applicable.
4.
USER
REGISTRATION & PROMOTIONAL MESSAGES
(a) In order to
access or use some features of our Services, you may have to become a
registered user. If you are under the age of thirteen (13), then you are
not permitted to register as a user, sign up for any promotional messages, or
otherwise provide us any personal information.
(c) Our Services may
include sending you promotional e-mails/newsletters. These are typically
recurring message programs that, upon registration, will be sent to you until
you unsubscribe via any of our disclosed methods. To receive any of these communications
from us, you may be required to register and provide certain information about
you (e.g., name, street address, e-mail address, etc.). Our use of the
information you provide is governed by our Privacy Policy. To opt-out of
receiving our e-mails/newsletters as set forth in our Privacy Policy, you may
either contact us by clicking the “Contact Us” link on our Website or by using
the option included in the communication we send you (e.g., using the
“Unsubscribe” feature provided in the footer of our emails).
(b) You shall not
submit any User Content protected by copyright, trademark, patent, trade
secret, moral right, or other intellectual property or proprietary right
without the express permission of the owner of the respective right. You are
solely liable for any damage resulting from your failure to obtain such
permission or from any other harm resulting from User Content that you submit.
(c) You represent,
warrant, and covenant that you will not submit any User Content that:
(i)
Violates or
infringes in any way upon the rights of others, including, but not limited to,
any copyright, trademark, patent, trade secret, moral right, or other
intellectual property or proprietary right of any person or entity;
(ii)
Impersonates
another or is unlawful, threatening, abusive, libelous, defamatory, invasive of
privacy or publicity rights, vulgar, obscene, profane, pornographic, or
otherwise objectionable, or otherwise violates any applicable law;
(iii)
Encourages
conduct that would constitute a criminal offense, gives rise to civil liability
or otherwise violates any law;
(iv)
Is an
advertisement for goods or services or a solicitation of funds;
(v)
Includes
personal information such as messages which identify phone numbers, social
security numbers, account numbers, addresses, or employer references;
(vi)
Contains a
formula, instruction, or advice that could cause harm or injury; or
(vii)
Is a chain
letter of any kind.
Moreover,
any conduct by a user that in our sole discretion restricts or inhibits any
other user from using or enjoying our Services will not be permitted.
(d) By submitting
User Content to us, simultaneously with such posting you automatically grant, represent
or warrant that the owner has expressly granted to us a worldwide,
royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and
transferable right and license to use, reproduce, distribute, create derivative
works based upon (including, without limitation, translations), publicly
display, publicly perform, transmit, and publish the User Content (in whole or
in part) as we, in our sole discretion, deem appropriate including, without
limitation, (i) in connection with our business; and (ii) in connection with
the businesses of our affiliates, licensees, assignees, successors, parents,
subsidiaries, and their related companies. We may exercise this grant in any
format, media or technology now known or later developed for the full term of
any copyright that may exist in such User Content. Furthermore, you also grant
other users permission to access your User Content and to use, reproduce,
distribute, create derivative works based upon, publicly display, publicly
perform, transmit, and publish your User Content for personal, non-commercial
use as permitted by the functionality of our Services and these Terms of Use.
Notwithstanding the foregoing, you waive any and all claims you (or any
copyright holder) may now or later have in any jurisdiction to so-called “moral
rights” or rights of “droit moral” with respect to the User Content.
(e) By submitting
User Content, you also grant us the right, but not the obligation, to use your
biographical information including, without limitation, your name and
geographical location in connection with broadcast, print, online, or other use
or publication of your User Content; provided, however, that all such
uses will be consistent with the terms of our Privacy Policy.
(f) We do not accept
or consider, directly or through any employee or agent, unsolicited ideas of
any kind, including without limitation, creative content, ideas or suggestions
relating to new or improved products, enhancements, names or technologies,
advertising and marketing campaigns, plans or other promotions. Do not send us
(or any of our employees) any unsolicited ideas, suggestions, material, images
or other work in any form (“Unsolicited Materials”). If you send us Unsolicited
Materials, you understand and agree that the following terms will apply,
notwithstanding any cover letter or other terms that accompany them:
(i)
We
have no obligation to review any Unsolicited Materials, nor to keep any
Unsolicited Materials confidential; and
(ii)
We
will own, and may use and redistribute Unsolicited Materials for any purpose,
without restriction and free of any obligation to acknowledge or compensate you
(g) Notwithstanding
the generality of the foregoing, we reserve the right to display advertisements
in connection with your User Content and to use your User Content for
advertising, marketing, promotional, and other commercial purposes. You
acknowledge and agree that your User Content may be included on the websites
and advertising networks of our distribution partners, marketing partners,
accounts, and third-party service providers (including their downstream users).
(h) We have the
right, but not the obligation, to monitor User Content. We have the right in
our sole discretion and for any reason whatsoever to edit, refuse to post,
remove, or disable access to any User Content.
(a) You must be at
least eighteen (18) years of age or older to make purchases on any of our
Websites.
(b) We reserve the right
to limit the quantity of sales of particular items and further reserve the
right to cancel multiple orders of such item purchases by the same user and/or
users with the same shipment/delivery address.
(c) We attempt to be
as accurate as possible in our product descriptions. However, we do not
warrant that product descriptions or other content of our Websites is accurate,
complete, reliable, current, or error-free. If a product offered by us is not
purchased as described, your sole remedy is to return it in unused condition.
(d) Except where
noted otherwise, the list price or suggested price displayed for products on
any of our Websites represents the full retail price listed on the product
itself, suggested by the manufacturer or supplier, estimated in accordance with
standard industry practice, or is the estimated retail value for a comparably
featured item offered elsewhere. Where an item is offered for sale by one of
our merchants, the list price or suggested price may be provided by the
merchant. In the event a product is listed at an incorrect price or with
incorrect information due to typographical error or error received from its
suppliers, we shall have the right to refuse or cancel any orders placed for the
product listed at the incorrect price. We shall have the right to refuse or
cancel any such orders whether or not the order has been confirmed and your
credit card charged. If your credit card has already been charged for the
purchase and your order is canceled, we will issue a credit to your credit card
account in the amount of the charge.
(e) Your receipt of
an electronic or other form of order confirmation does not signify our
acceptance of your order, nor does it constitute confirmation of our offer to
sell. We reserve the right at any time after receipt of your order to accept
or decline your order for any reason. We reserve the right at any time after
receipt of your order, without prior notice to you, to supply less than the
quantity you ordered of any item. We may automatically charge and withhold the
sales tax for orders based on the applicable state sales tax rate and the
location to which the item is being shipped. Otherwise, you are solely
responsible for all sales taxes, or other taxes, on orders shipped to you.
(f) All requests for
service and support for items purchased from us should be made directly to the
manufacturer in accordance with their terms and conditions.
(g) Some of our Websites
may offer gift cards redeemable for the purchase of goods and/or services
(“Gift Cards”). The risk of loss and title for Gift Cards pass to the
purchaser upon our electronic transmission to the purchaser, recipient or
delivery to the carrier, whichever is applicable. We are not responsible if a
Gift Card is lost, stolen, destroyed or used without your permission. We make
no warranties, express or implied, with respect to Gift Cards, including
without limitation, any express or implied warranty of merchantability or
fitness for a particular purpose. In the event a Gift Card is non-functional,
your sole remedy, and our sole liability, shall be the replacement of such Gift
Card. Certain state laws do not allow limitations on implied warranties or the
exclusion or limitation of certain damages. If these laws apply to you, some
or all of the above disclaimers, exclusions or limitations may not apply to
you, and you might have additional rights.
(h) Some of our
Websites may sell vouchers which are redeemable for certain goods, services or
experiences (“Vouchers”). These Vouchers are special promotional offers that you
purchase from participating non-Salem merchants (“Merchants”) through our
Websites. The Merchant will be identified on the voucher and such Merchant is
solely responsible for redeeming the Voucher. The Merchant is the issuer of
the Voucher and is fully responsible for all goods and services it provides to
you and for any and all injuries, illnesses, damages, claims, liabilities and
costs (“Liabilities”) it may cause you to suffer, directly or indirectly, in
full or in part, whether related to the use or redemption of a Voucher or not.
You waive and release Salem and its subsidiaries, affiliates, partners,
officers, directors, employees and agents from any Liabilities arising from or
related to any act or omission of a Merchant in connection with your use of a
voucher or the services/goods it provides in connection with it. Additionally,
the expiration date on the Voucher sets forth the last date on which you can
redeem your Voucher for the full promotional value as stated on the Voucher,
but applicable law may provide that the Merchant is responsible for honoring
the cash value that you paid for the Voucher for a period of time beyond that
expiration date.
(i)
We
provide our Services including, without limitation, Service Content for
educational, entertainment and/or promotional purposes. You may not rely on any
information and opinions expressed through any of our Services for any other
purpose. In all instances, it is your responsibility to evaluate the accuracy,
timeliness, completeness, or usefulness of any Service Content. Under no
circumstances will we be liable for any loss or damage caused by your reliance
on any Service Content.
(j)
Any
health-related Service Content available is not intended to be a substitute for
professional medical advice. We do not warrant the validity of any such health-related
statements found on or through our Services. All such information is general in
nature and may be helpful to some persons but not others, depending upon their
personal needs. You should always consult with your physician prior to changing
or undertaking a new diet or exercise program. Never disregard professional
medical advice or delay in seeking it because of something you have read on or
through our Services.
(k) In many
instances, Service Content will include content posted by a third-party or will
represent the opinions and judgments of a third-party. We do not endorse,
warrant and are not responsible for the accuracy, timeliness, completeness, or
reliability of any opinion, advice, or statement offered through our Services
by anyone other than our authorized employees or spokespersons while acting in
their official capacities.
(l)
Our
Services may link or contain links to other websites maintained by third
parties. We do not operate or control, in any respect, or necessarily endorse
the content found on these third-party websites. You assume sole
responsibility for your use of third-party links. We are not responsible for
any content posted on third-party websites or liable to you for any loss or
damage of any sort incurred as a result of your dealings with any third-party
or their website.
(m) Your
correspondence or business dealings with, or participation in contests or
promotions of advertisers and other third parties (i.e. entities other than
Salem) found on or through this Website, including payment and delivery of
related goods or service, and any other terms, conditions, warranties or
representations associated with such dealings, are solely between you and such
party. You agree that we shall not be responsible or liable for any loss or
damage of any sort incurred as the result of any such dealings or as the result
of the presence of such advertisers on the website.
7.
INDEMNIFICATION
(a) You agree to
defend, indemnify and hold harmless Salem, our officers, directors, employees,
parents, partners, successors, agents, distribution partners, affiliates,
subsidiaries, and their related companies (collectively, the “Website Parties”)
from and against any and all claims, liabilities, losses, damages, obligations,
costs and expenses (including reasonable attorney’s fees and costs) arising out
of, related to, or that may arise in connection with: (i) your use of our
Services; (ii) User Content provided by you or through use of your Membership;
(iii) any actual or alleged violation or breach by you of these Terms of Use;
(iv) any actual or alleged breach of any representation, warranty, or covenant
that you have made to us; or (v) your acts or omissions. You agree to
cooperate fully with us in the defense of any claim that is the subject of your
obligations hereunder.
(b) If you are using
our Website on behalf of a business, that business accepts these terms. It
will hold harmless, defend and indemnify the Website Parties from any claim,
suit or action arising from or related to the use of the Website or violation
of these terms, including any liability or expense arising from claims, losses,
damages, suits, judgments, litigation costs and attorney’s fees.
You expressly agree that use of our
Services is at your sole risk. Our Services and Service Content (including
software) are provided on an “as is” and “as available” basis without warranty
of any kind, either express or implied. Without limiting the foregoing and to
the fullest extent permitted by law, the Website Parties disclaim any and all
warranties including any: (i) warranties that our Services will meet your
requirements; (ii) warranties concerning the availability, accuracy, security,
usefulness, timeliness, or information content of our Services or Service
Content; (iii) warranties of title, non-infringement, merchantability, or fitness
for a particular purpose; (iv) warranties for services or goods received
through, advertised or accessed through our Services; (v) warranties concerning
the accuracy or reliability of the results that may be obtained from the use of
our Services; (vi) warranties that your use of our Services will be sure or
uninterrupted; and (vii) warranties that errors in our Services or Service
Content (including software) will be corrected.
(a) Under no circumstances
shall any of the Website Parties be liable for indirect, incidental, special,
consequential, or exemplary damages (even if we have been advised of the
possibility of such damages), arising out of, relating to, or in any way
connected with our Services or these Terms of Use. Your sole remedy for
dissatisfaction with our Services including, without limitation, Service
Content, is to stop using our Services. Such limitation shall also apply with
respect to damages incurred by reason of goods received or advertised in
connection with our Services or any links placed in our Services. Such
limitation shall also apply with respect to damages incurred by reason of any
content posted by a third-party or conduct of a third-party using our Services.
(b) Notwithstanding
anything to the contrary contained herein, in no event shall the cumulative
liability of all the Website Parties exceed the lesser of the total payments
received from you by us during the preceding twelve (12) month period of $100.
Furthermore, you agree that any cause of action arising out of, or relating to,
or in any way connected with any of our Services or these Terms of Use must
commence within one (1) year after the cause of action accrues; otherwise, such
cause of action shall be permanently barred.
(c) These
limitations shall apply to the fullest extent permitted by law. In some
jurisdictions limitations of liability are not permitted; in such
jurisdictions, some of the foregoing limitations may not apply to you.
(a) We reserve the
right in our sole discretion and at any time to terminate or suspend your
Membership and/or block your use of our Services for any reason including,
without limitation, if you have failed to comply with the letter and spirit of
these Terms of Use. You agree that we are not liable to you or any third party
for any termination or suspension of your Membership or for blocking your use
of our Services.
(b) Any suspension
or termination shall not affect your obligations to us under these Terms of
Use. The provisions of these Terms of Use (which by their nature should
survive the suspension or termination of your Membership or these Terms of Use)
shall survive including, but not limited to, the rights and licenses that you
have granted hereunder, indemnities, releases, disclaimers, limitations on
liability, provisions related to choice of law, and all of the provisions under
Section 17 “Miscellaneous.”
11.
COPYRIGHT
POLICY
(a) We respect the
intellectual property rights of others and expect users to do the same. In
appropriate circumstances and at our sole discretion, we may terminate and/or
disable the Membership of users suspected to be infringing the copyrights (or
other intellectual property rights) of others. Additionally, in appropriate
circumstances and in our sole discretion, we may remove or disable access to
material on any of our Websites or hosted on our systems that may be infringing
or the subject of infringing activity.
(b)
In
accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the
United States Code, Section 512 (“DMCA”), we will respond promptly to claims of
copyright infringement that are reported to the agent that we have designated
to receive notifications of claims infringement (our “DMCA Compliance Officer”).
The DMCA Compliance Officer for notice of claims of
copyright infringement on our Website can be reached by clicking the “Contact Us”
link on our Website.
(c) If you are a
copyright owner (or authorized to act on behalf of the copyright owner) and
believe that your work’s copyright has been infringed, please report your
notice of infringement to us by providing our DMCA Compliance Officer with a
written notification of claimed infringement that includes substantially the
following information:
(i)
A
physical or electronic signature of a person authorized to act on behalf of the
owner of an exclusive right that is allegedly infringed;
(ii)
Identification
of the copyrighted work claimed to have been infringed, or, if multiple copyrighted
works at a single Website are covered by a single notification, a
representative list of such works at that Website;
(iii)
Identification
of the material that is claimed to be infringing or to be the subject of
infringing activity and that is to be removed or access to which is to be
disabled, and information reasonably sufficient to permit us to locate the
material;
(iv)
Information
reasonably sufficient to permit us to contact you, such as an address,
telephone number, and, if available, an electronic mail address at which you
may be contacted;
(v)
A
statement that you have a good faith belief that use of the material in the
manner complained of is not authorized by the copyright owner, its agent, or
the law; and
(vi)
A
statement that the information in the notification is accurate, and under
penalty of perjury, that you are authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed.
We will investigate
notices of copyright infringement and take appropriate actions under the DMCA. Inquiries
that do not follow this procedure may not receive a response.
These
Terms of Use shall be construed in accordance with the laws of the State of Virginia
without regard to its conflict of laws rules. Any legal proceedings against us
that may arise out of, relate to, or be in any way connected with our Services
or these Terms of Use shall be brought exclusively in the state or federal
courts of Richmond, Virginia, and you waive any jurisdictional, venue, or inconvenient
forum objections to such courts.
(a) We each agree to
first contact each other with any disputes and provide a written description of
the problem, all relevant documents/information and the proposed resolution.
You agree to contact us with disputes by contacting us at the address provided in
the “Contact Us” link on our Website. We will contact you based on the contact
information you have provided us.
(b)
If, after thirty (30) days, the parties are
unable to resolve any dispute raised under the previous provision, the dispute
may only be submitted to arbitration consistent with this section. The parties
understand that they would have had a right or opportunity to litigate disputes
through a court and to have a judge or jury decide their case, but they instead
choose to have any disputes resolved through arbitration.
(c) We each agree
that any claim or dispute between us, and any claim by either of us against any
agent, employee, successor, or assign of the other, including, to the full
extent permitted by applicable law, third parties who are not signatories to
this agreement, whether related to this agreement or otherwise, including past,
present, and future claims and disputes and including any dispute as to the validity
or applicability of this arbitration clause, shall be resolved by binding
arbitration administered by the JAMS under its rules and procedures in effect
when the claim is filed. The rules and procedures and other information,
including information on fees, may be obtained from JAMS directly.
(d) We are entering
into this arbitration agreement in connection with a transaction involving
interstate commerce. Accordingly, this arbitration agreement and any
proceedings thereunder shall be governed by the Federal Arbitration Act
(“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a
judgment in any court having jurisdiction.
(e) Either of us may
bring qualifying claims in small claims court. Furthermore, as set forth
below, we each agree that any arbitration will be solely between you and us,
not as part of a class-wide claim (i.e., not brought on behalf of or together
with another individual's claim). If for any reason any court or arbitrator
holds that this restriction is unconscionable or unenforceable, then our
agreement to arbitrate doesn't apply and the class-wide dispute must be brought
in court.
14.
NO
CLASS ACTIONS
To
the extent permitted by law, we each waive any right to pursue disputes on a
class-wide basis; that is, either to join a claim with the claim of any other
person or entity, or assert a claim in a representative capacity on behalf of
anyone else in any lawsuit, arbitration or other proceeding.
15.
NO
TRIAL BY JURY
To
the extent allowed by law, we each waive any right to trial by jury in any
lawsuit, arbitration or other proceeding.
16.
AMENDMENT; ADDITIONAL
TERMS
(a) We reserve the
right in our sole discretion and at any time and for any reason, to modify or
discontinue any aspect or feature of our Services or to modify these Terms of
Use. In addition, we reserve the right to provide you with operating rules or
additional terms that may govern your use of our Services generally, unique of
our Services, or both (“Additional Terms”). Any Additional Terms that we may
provide to you will be incorporated by reference into these Terms of Use. To
the extent any Additional Terms conflict with these Terms of Use, the
Additional Terms will control.
(b) Modifications to
these Terms of Use or Additional Terms will be effective immediately upon
posting on the Website. It is your responsibility to review the Terms of Use
from time to time for any changes or Additional Terms. Your access and use of
our Services following any modification of these Terms of Use or the provision
of Additional Terms will signify your assent to and acceptance of the same. If
you object to any subsequent revision to the Terms of Use or to any Additional
Terms, immediately discontinue use of our Services and, if applicable,
terminate your Membership.
(a) No waiver by
either party of any breach or default hereunder shall be deemed to be a waiver
of any preceding or subsequent breach or default. The section headings used
herein are for convenience only and shall not be given any legal import.
(b) Except where
specifically stated otherwise, if any part of these Terms of Use is unlawful or
unenforceable for any reason, we both agree that only that part of the Terms of
Use shall be stricken and that the remaining terms in the Terms of Use shall
not be affected. So, for example, if a provision in these terms is found to be
unenforceable, we agree an arbitrator (or, if permitted, a court) shall only
strike that provision and that the remaining terms of these Terms of Use shall
remain in full force and effect.
(c) Where we have provided
you with a translation of the English language version of these Terms of Use,
our Privacy Policy or Additional Terms, you agree that the translation is
provided for your convenience only and that the English version governs your
relationship with us. The English language version takes precedence if there
is any contradiction between the English and translated versions.
(d) These Terms of
Use (including the Privacy Policy and any Additional Terms incorporated by
reference) constitute the entire agreement of the parties with respect to the
subject matter hereof, and supersede all previous written or oral agreements
between us with respect to such subject matter.
(e) You may not
assign these Terms of Use or assign any rights or delegate any obligations
hereunder, in whole or in part, without our prior written consent. Any such
purported assignment or delegation by you without the appropriate prior written
consent will be null and void and of no force and effect. We may assign these
Terms of Use or any rights hereunder without your consent and without notice.