Last updated: January 22, 2017
As explained in more detail in Section 18 below, by entering this agreement:
• YOU AGREE TO RESOLVE ALMOST ALL DISPUTES WITH StreamlineWatch THROUGH BINDING ARBITRATION; AND
• YOU GIVE UP YOUR RIGHT TO SUE IN COURT (IN ALMOST ALL CASES); AND
• YOU WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS.
StreamlineWatch (“StreamlineWatch,” “we,” “our”) operates the “Service,” which in this document is defined to include all of the following:
• our official StreamlineWatch app for Android
• other official StreamlineWatch websites and software from which we link to these Terms of Service
• the Content, services, activity and transactions that are offered, made available or facilitated through any of the above
These Terms of Service apply to the Service, and they govern your use of the Service and your relationship with us in connection with the Service. You accept and agree to these Terms of Service by doing any one of the following:
• Accessing or using the Service
• Clicking to accept these Terms of Service
• Accepting these Terms of Service through any other method we specify
If you violate these Terms of Service, or if you do not agree to these Terms of Service, you are not allowed to access or otherwise use the Service
These Terms of Service contain many important points, such as warranty disclaimers and limitations on StreamlineWatch’s liability (including as explained in sections 16 and 17) and an explanation of how these Terms of Service will be updated (as detailed in section 2 below).
As used in these Terms of Service:
• The term “Content” includes likes/dislikes, recommendations, ratings, text, images, video and other material.
• The term “posting” refers to any act of submitting or sending Content to the Service, or creating Content on the Service.
2. Changes to the Terms of Service
StreamlineWatch may amend these Terms of Service at any time and at StreamlineWatch’s sole discretion, by posting the updated version on streamlinewatch.com (such as via a link to the update in the footer). Unless you reject the update as described below, you will be deemed to accept the updated version, and it will take effect, at the earlier of:
• 12:00 p.m. Eastern time on the 10th day after posting to streamlinewatch.com (if there is no update to Section 18) or on the 60th day (if there is an update to Section 18); or
• your acceptance of the updated version via a click-through process or some other method that we specify.
To reject a proposed update, you must, by the deadline on the day specified above, and without accepting the update, take all of the following steps:
2. Stop using the Service;
If you follow the process above to reject the update, then the update will not take effect between us and you, and your account on the Service will be closed as described in Section 7.
If you do not follow the process above to reject the update, then it will apply on a going-forward basis as of the date and time it takes effect.
3. Changes to the Service
We reserve the right to change and improve the features and functionality of the Service at any time and at our sole discretion. This includes adding, modifying or removing specific features and functionality of the Service, or updating our Android app or other Service software (including remotely). The Terms of Service will apply to the changed version of the Service. Additionally, we reserve the right to suspend or stop the Service altogether. We reserve the right to impose fees for new or existing aspects of the Service and to modify existing fees.
4. Eligibility Restrictions
To use the Service, you must (i) have reached the age of majority in the jurisdiction where you live (in most U.S. states, that’s 18 years old), (ii) 13 or older and have valid consent from your parent or legal guardian to use the Service and be bound by these Terms of Service, or (iii) be 13 or over and an emancipated minor. If you are the parent or legal guardian of a minor that creates an account, you accept these Terms of Service on the minor’s behalf and are jointly responsible with the minor for all use of the Service and compliance with the Terms of Service.
6. General Requirements and Prohibitions
• Comply any policies or requirements we post on the Service.
• Provide us with only accurate information about yourself, and keep it up-to-date.
• Protect the confidentiality of your password (and of any social network account you use to login to the Service). You will be responsible for any and all statements and transactions made, and any other acts or omissions that occur, through your account.
• Use a unique password that never has or will be used anywhere else.
• Access our Service only from devices that have an up-to-date operating system.
You must not do any of the following:
• Violate any applicable law or legal requirement.
• Engage in fraud or misuse of the Service.
• Engage in conduct that is harmful to anybody.
• Attempt to access, search or otherwise use the Service (such as by attempting to retrieve information from or about the Service) through the use of any engine, software, tool, agent, device or mechanism (including spiders, scrapers, robots, crawlers, data mining tools or the like) other than (i) generally available third-party web browsers that provide accurate and complete User-Agent information in the HTTP header, such as Chrome, Safari, Firefox and Internet Explorer and (ii) our apps.
• Access our Service using anything that has been created (or modified with plugins or otherwise) in a manner that facilitates automated or faster-than-normal access to, searching of or other use of the Service.
• Disregard our robots.txt files (but in the event of a conflict between these Terms of Service and a robots.txt file, the relevant provisions of the one that is more restrictive of your actions shall apply).
• Submit content that (i) infringes, misappropriates or violates a third party’s copyright, trademark, trade secret, patent, moral rights or other intellectual property rights, rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any legal requirement; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) a third party might consider to be their private or confidential information (such as their credit card number, social security number, or their non-public phone number or email address).
• Create or show ads that look like or could be confused with our Service
• Misrepresent your relationship with us or with the Service.
• Otherwise impersonate or misrepresent your affiliation with any person or entity.
• Compensate or incentivize users to take actions on the Service such as recommending or adding to your favorites.
• Sell, transfer, license or assign your account, followers, username, or any account rights, or offer to do so, or resell, re-license or sub-license the Service (in whole or in part).
• Stalk, bully, abuse, harass or threaten anybody.
• Display to others, mirror or frame the Service, or any individual element within the Service, except that you may use embedding tools that we may choose to provide specifically to permit the embedding of aspects of our Service, consistent with any additional restrictions we impose for the use of such tools.
• Alter the way that an aspect of the Service is displayed or delivered to other users.
• Access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of us or our providers.
• Attempt to access any API we may provide without first obtaining our written permission and agreeing to our API-specific terms.
• Attempt to probe, scan, or test the vulnerability of the Service or breach any security or authentication measures.
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service.
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure intended to protect, limit access to or control the Service;
• Disclose your password or other login credentials to third parties or permit third parties to use them or the Service on your behalf or under your account.
• Permit third parties to observe your logging into the Service or to collect information about the login process.
• Request, receive or use third party’s password or other access credentials.
• Access the Service to determine whether a third party holds any type of account or to learn about or verify information about the account.
• Disclose any of the following confidential information without our prior written consent:
⁃ all StreamlineWatch software, algorithms (including the optimization or manipulation of said algorithms), technology and non-public documentation relating to the Service;
⁃ the existence of, and information about, non-public beta features in the Service; and
⁃ any other information made available by StreamlineWatch that is marked confidential or would normally be considered confidential under the circumstances in which it is presented.
• Access the Service if we have requested that you refrain from such access.
• Send any unsolicited or unauthorized advertising, promotional materials, junk email, spam or other form of solicitation.
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service.
• Collect from the Service or use any information found on the Service about an identified or identifiable individual.
• Assist or permit anybody to violate these Terms of Service.
7. User Account Termination or Modification
You grant us an irrevocable, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, distribute, display, modify and perform the Content you post or derivatives of it, with or without attribution, including for advertising-related purposes. You agree that we are forever free to use any ideas, concepts or know-how that you provide to us.
You agree that StreamlineWatch is not responsible for the use or other handling of your Content by third parties.
You represent and warrant that: (a) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Service; (b) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (c) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service. StreamlineWatch reserves the right to take down or delete any Content from the Service for any or no reason, without prior notice.
You agree that the Service is not a backup service, and you will not rely on the Service for the purposes of backup or storage. You agree to make a secure copy of any important Content before posting it to the Service. StreamlineWatch will not be liable to you for any modification, suspension, or discontinuation of the Service, or the loss of any Content. You acknowledge that the Service may be subject to breaches of security, and that the submission and storage of Content may not be secure.
You agree that StreamlineWatch is not responsible for, and does not endorse, Content posted within the Service. StreamlineWatch does not have any obligation to prescreen, monitor, edit, or remove any Content. You bear legal responsibility for your Content and for any violation by your Content of these Terms of Service. Likewise, you agree that StreamlineWatch does not control, is not responsible for, and will not be liable to you based on other users’ Content.
The Service contains links to third-party websites and services that are not owned or controlled by StreamlineWatch. The Service also makes available embedded Content from such services, such as embedded videos that are hosted by a third-party website. We do not endorse or assume any responsibility for any such third-party websites, services or Content. If you view, access or otherwise interact with any such websites, services or Content, you do so at your own risk and you agree that StreamlineWatch will have no liability arising from such access.
9. Communications Decency Act Notice
Commercially available parental control protections (such as computer hardware, software or filtering services) may assist you in limiting access to material on the Internet that is harmful to minors. Current providers of such protections include McAfee and Symantec, as well as others available from this Google search. Please note that we did not create these parental control tools, we have not tested or evaluated them and we do not endorse them. Any use of such tools is at your sole risk. You should not assume that these or any other third-party parental control protections will work well or at all in connection with the Service.
10. Account Security
We make no representations or promises regarding security. Despite our security efforts, it is possible that unauthorized individuals will obtain your information. You are solely responsible for maintaining the confidentiality of your account information, such as your username and password, and for restricting access to your computer and other devices. In addition, you accept full responsibility and liability for all activities that occur under your account or password. Please notify us immediately at email@example.com regarding any compromise, unauthorized use of your account or other potential security issue.
You agree that StreamlineWatch may in its sole discretion place advertising and promotions on the Service, including on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without notice to you.
12. Ownership of the Service and Related Rights
As between you and StreamlineWatch, all rights, title and interest in and to the Service, including, without limitation, patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, are owned by or licensed to StreamlineWatch.
The StreamlineWatch and StreamlineWatch names and logos are trademarks of StreamlineWatch, and may not be copied, imitated or used, in whole or in part, without the prior written permission of StreamlineWatch. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of StreamlineWatch, and may not be copied, imitated or used, in whole or in part, without prior written permission from StreamlineWatch.
The Terms of Service do not grant you any right, title or interest in any of the above.
The relationship between you and us is that of independent contractors, and nothing in these Terms of Service shall be construed to create or imply any other relationship such as a partnership or an employer/employee or agency relationship.
13. Reporting Suspected Copyright Infringement
Pursuant to the Digital Millennium Copyright Act (“DMCA”), StreamlineWatch has adopted and implemented a policy that provides for the termination in appropriate circumstances of users who are repeat copyright infringers. If you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide StreamlineWatch’s Copyright Agent a written Notice containing the following information:
1. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works.
2. 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.
3. Contact information for the notifying party, including your name, address, telephone number, and email address.
4. 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.
5. 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.
6. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You must send that written Notice to StreamlineWatch’s Copyright Agent, through the following contact point:
• Email: firstname.lastname@example.org
To be valid, a Notice must be in writing and must follow the instructions above.
You agree to indemnify and hold harmless StreamlineWatch and the members of its corporate family, and their agents, partners, employees, contractors and advertisers, at your own expense and immediately after receiving a written notice from us, from and against any damages, loss, costs, settlements, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any third-party complaint, claim, demand or liability arising out of or related to any of your Content or your acts or omissions in relation to the Service, your breach of these Terms of Service, or your violation of any law or third party rights. The members of StreamlineWatch’s corporate family, and the agents, partners, employees, contractors and advertisers of them and of StreamlineWatch, are third-party beneficiaries of this paragraph. Other than them, there are no other third-party beneficiaries of the Terms of Service.
15. Disclaimer of Representations and Warranties
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF PERFORMANCE, (5) OF TITLE, (6) THAT THE SERVICE WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES ANYTHING, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, (8) THAT THE SERVICE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR (9) THAT WE WILL ENFORCE THE TERMS OF SERVICE AGAINST OTHERS TO YOUR SATISFACTION. EFFORTS BY STREAMLINEWATCH TO MODIFY THE SERVICE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS OR ANY OTHER PROVISION OF THESE TERMS OF SERVICE. Some jurisdictions limit or do not allow the disclaimer of implied warranties, and as a result some or all of this section may not apply to you. In cases where such laws apply, the warranties will be disclaimed only to fullest extent permitted by law.
16. Disclaimer of Liability
IN NO EVENT SHALL STREAMLINEWATCH OR ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, PARENTS, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, WITH STREAMLINEWATCH, THE “STREAMLINEWATCH ENTITIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY, OR FOR ANY CONTENT, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF THE STREAMLINEWATCH ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM ANY STREAMLINEWATCH ENTITY’S NEGLIGENCE OR GROSS NEGLIGENCE. IN NO EVENT SHALL THE STREAMLINEWATCH ENTITIES’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).
ADDITIONAL DISCLAIMERS BY STREAMLINEWATCH APPEAR WITHIN THE SERVICE AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SERVICE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. Some jurisdictions restrict or do not allow the limitation of liability in contracts, and as a result the contents of this section may not apply to you. In cases where such laws apply, liability of the StreamlineWatch Entities shall be limited to the fullest extent permitted by law.
17. Arbitration, Class Action Waiver and Applicable Law
PLEASE READ THIS SECTION CAREFULLY. IT HAS SIGNIFICANT LEGAL CONSEQUENCES.
Arbitration and Class-Action Waiver
i. Initial Dispute Resolution. Most disputes can be resolved without resort to formal proceedings. You and we agree to use reasonable efforts to settle any dispute or claim, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration, other than lawsuits or arbitration for emergency injunctive relief from alleged intellectual property infringement. To commence this procedure, you agree to contact our support department at email@example.com, or we may contact you using the last available information we have for you.
ii. Binding Arbitration. If we do not reach an agreed-upon solution within a period of ten (10) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then we both agree to resolve by arbitration any and all controversies, claims, or disputes arising out of, relating to, or resulting from (1) your relationship with the us, (2) these Terms of Service, (3) any other aspect of the Service. These Terms of Service are intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of these Terms of Service are expressly excluded from Section 18.
iii. Governing Arbitration Rules. There is no judge or jury in arbitration. All claims subject to arbitration shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS rules in effect at the time the arbitration is initiated, excluding any rules or procedures that would permit class actions or other representative actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service including but not limited to any claim that all or any part of these Terms of Service (such as this Section 18) is void or voidable, or whether a claim is subject to arbitration, except that the arbitrator shall have no authority to find that a claim may proceed on a class basis or as part of another representative action: only a court may address disputes regarding the validity or enforceability of the Class Action Waiver section below, Section 18(A)(v). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, unless there are conflicting rules at www.jamsadr.com, you must do the following: (A) Obtain the most current version of the Demand for Arbitration form at www.jamsadr.com, which as of the date these Terms of Service were last updated was available at http://www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf (B) complete the form and (C) follow the instructions JAMS provides (usually on the form) for submitting the Demand for Arbitration Based on Pre-Dispute Provision, including by serving us with a copy at [address].
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Company will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not seek more than $75,000. The arbitrator shall have the power to award any remedies available under applicable law, and the arbitrator shall award attorneys’ fees and costs to the prevailing party, except as prohibited by law. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration may take place at any reasonable location where JAMS conducts arbitrations within the United States convenient for you. For residents outside the United States, arbitration shall be initiated in New York County, New York, United States of America, and you and we agree to submit to the personal jurisdiction of any court in New York County, New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
iv. Class Action Waiver. The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action, seek relief on a class basis, or join or serve as a member of a class action. YOU AND STREAMLINEWATCH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. This is a "class preclusion clause" within the meaning of Rule 1(a) of the May 1, 2009 JAMS Class Action Procedures. for any reason the proper decisionmaker determines that the waiver of class and representative actions set forth in this paragraph is void or unenforceable or that an arbitration can proceed on a class or representative basis, then Section 18(A) and Section 18(B) shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
v. 30-Day Right to Opt Out. You have the right to opt out and not be bound by this version of Section 18 by sending written notice of your decision to opt out to firstname.lastname@example.org with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of the first date on or after April 13, 2016 that you agree to any version of these Terms of Service that contains this version of Section 18. If you do not opt out, you will be bound to arbitrate disputes in accordance with the terms of this Section 18. You have the right to consult with counsel of your choice concerning this Section 18. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Section 18. If you opt out of Section 18, Company also will not be bound by it in its disputes with you.
vi. Changes to this Section. Company will provide (60) days' notice of any changes to this section. Changes will become effective on the sixtieth (60th) day, and will apply prospectively only to claims arising after the sixtieth (60th) day. If a court or arbitrator (in either case, with the authority to make such decision) decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from Section 18, and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section you agreed to.
vii. Federal Arbitration Act. You agree that these Terms of Service affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
B. Limitations to this Agreement to Arbitrate
Section 18 shall be limited as follows:
i. Intellectual Property Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may bring an action on an individual (not class or representative action) basis in state or federal court or in the U.S. Patent and Trademark Office to protect its patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
ii. Small Claims Court. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may seek relief in a small claims court on an individual (not class or representative action) basis for disputes or claims within the scope of that court’s jurisdiction.
C. Governing Law
The Terms of Service and the relationship between you and Company shall be governed in all respects by the laws of the State of New York, without regard to its conflict of law provisions. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in New York County, New York (or by a small claims court located elsewhere in the United States when Section 18(b)(ii) applies). We both agree to submit to the personal jurisdiction of the courts located within New York County, New York (or a small claims court located elsewhere in the United States when Section 18(b)(ii) applies), for the purpose of litigating all such claims or disputes that are not subject to arbitration.
These Terms of Service constitute the entire and exclusive understanding and agreement between us and you regarding the Service, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such topic. If we fail to enforce any part of these Terms of Service, it will not be considered a waiver. Any amendment to or waiver of these Terms of Service by us must be made in writing and signed by us. All of our rights and obligations under these Terms of Service (including any license rights) are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Nothing in these Terms of Service shall prevent us from complying with the law. We reserve all rights not expressly granted to you.