TERMS OF SERVICE of DigitalDrewSEM.Com
Welcome to Terms of Service pages for https://digitaldrewsem.com (the “Site”), which is a website wholly owned and operated by Digital Drew SEM, LLC (“DD”). These Term of Service pages (“TOS”) describe the legally binding terms and conditions you are agreeing to as a condition to initially access and to continue accessing the Site. In the event you request goods and/or services from DD, your access and use of the Site shall continued to be governed by these TOS, but the provision of the specific goods and/or services requested from DD for which pricing, descriptions, and payment terms are not posted on the Site shall not be governed by these TOS and may be governed by, as applicable, a separate and independent service agreement entered into by and between you and DD, which agreement may be made available to you for signature in a physical form or an electronic format via the Site, e-mail, or other digital delivery method.
BY ACCESSING AND USING THE SITES, YOU ARE AGREEING TO BE LEGALLY BOUND BY THESE TOS. IF YOU DO NOT AGREE WITH THESE TOS, DO NOT ACCESS THE SITE.
You further represent that you are at least 18 years old (or at lest the minimum legal age in the jurisdiction in which you are viewing the Site that permits you to be bound by the TOS and to access the Site).
You may not use the Site for any unlawful purpose of in violation of these TOS. You also understand and agree that DD may discontinue or restrict your use of the Site for any reason without notice.
Businesses accessing or using the Site: If an employee is accessing the Site for the benefit of their company and/or employer, these TOS shall be binding on and apply to those business entities and owners in all respects, without limitation.
Termination and Website Modification: DD may change the Site, including eliminating or discontinuing any content on or feature of the Site, at any time and in its sole discretion without notice. DD may also terminate your access to and use of the Site or any portion thereof, immediately in its sole discretion, in the event DD determines, you have breached any of the terms and conditions of these TOS or any applicable laws, rules or regulations, or at any other time for any reason without cause.
Registration Information: In the event the Site requires your registration for any reason, you agree to (i) provide accurate, current and complete information about yourself as prompted by the respective service registration process, and (ii) to maintain and update your information to keep it accurate, current and complete. You may update your registration information through your account page on the Site.
As part of the registration process, you must choose a username and password. DD may refuse to grant you a username that impersonates someone else, is protected by trademark or other proprietary right laws, or is vulgar, undesirable, or otherwise offensive, as determined by DI in its sole discretion. This TOS agreement is personal to you and you agree not to provide access to your account or the Site to any third party. You are solely responsible for maintaining the confidentiality of your username and password and for any and all activities (including purchases) that are conducted through your account.
Fees and Credit Card Policy: Due to the nature of certain portions of the Site, in some cases you may be required to pay a fee to use and access certain features of the Site. DD will always notify you in advance of your obligation to pay any fees for you access or use features of the Site. Prior to incurring any obligation to pay new or increased fees for any features of the Site, you will be given the opportunity to discontinue your access or use of such features of the Sites prior to incurring any such payment obligations. Perpetual free access and use of the Site is not guaranteed. DD reserves the right to charge fees to you for your access or use of any or all features of the Sites. Furthermore, DD reserves the right to modify, increase, or decrease such established fees or features in anyway and at any time upon notice to you, provided you shall remain entitled to use those features that were prepaid for the duration of such period that is paid for. DD may process the collection of fees on behalf of certain third parties you may elect to interact with on or via the Sites. In the event elect to do so, you hereby authorize DD to process the collection of the applicable fees applicable to such interaction and you understand that, unless otherwise specifically stated on the applicable Site at the time of your election, all such fees are non-refundable for any reason whatsoever, including you desire to cancel or abandon your interaction with any third party. Fees will be billed automatically to the credit card account designated by you to DD (or to such card as you may subsequently designate to DD by furnishing updated account information). You hereby represent and warrant that the credit card information you furnish to DD is accurate and current and that you have full right and permission pay the designated application fees with such credit card.
You agree to pay all fees and other charges incurred in connection with your username and password, or such other personal identifier you furnish the time of purchase, at the rates in effect when the charges were incurred. DD shall have the right to recover from you all reasonable expenses incurred in connection with collecting overdue amounts, including, but not limited to reasonable collection costs and attorney's fees. You are responsible for any fees or other charges incurred to access or use of the Site through an Internet access provider or other third-party service. DD reserves the right to terminate this TOS agreement and/or your access to the Site and/or and services features of the Site for any reason without cause and DD’s sole and exclusive liability to you (and your sole and exclusive remedy) therefor shall be to subsequently reimburse you for any specific fees collected by DD with respect to those services features that are not actually furnished to you by DD.
Copyright and Limitations on Use: The content displayed on the Site created by DD, or its licensors, (the "Content") is the property of DD, or its licensors, and is protected by copyright and other intellectual property laws. The Site and the Content may only be used for your personal and noncommercial use. You agree not to reproduce, create similar or derivative works from, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the Site or the Content to anyone, including, but not limited to others in the your company or organization, without the express prior written consent of DD or its licensors.
The information on the Site includes facts, views, opinions, and recommendations from DD as well as from third party sources deemed of interest by DD. DD (and its licensors and/or affiliates) are not giving you personal, financial, or professional advice. DD (and its licensors and/or affiliates) do not guarantee or warrant the accuracy, completeness or timeliness of, or otherwise endorse, these views, opinions and recommendations or advocate any personal or business decision by you. You should always seek the assistance of an experienced consultant and/or licensed professional for advice on your personal, financial, and business decisions.
The Site provides general information for that designed to educate broad segments of the public. The information generally available on the Site for educational and informational purposes that is designed to help users identify, among other things, strategies that can help them meet their personal and business goals. They do not take into account all of the unique circumstances that may affect your decisions, and nothing contained herein should be considered personalized advice that is tailored to your individual needs. The results obtained by using these features should not serve as the sole or primary basis for making your decisions. You should consult your own personal and professional advisors to develop a personalized plan that takes into account your individual needs and circumstances. If you engage DD to assist you with a specific inquiry or to furnish customized information for you, you understand that DD is only able to furnish you with information and answers based on its own opinion and belief based on the information then-currently available to it. Furthermore, you understand that any such information or answers furnished by DD shall not be deemed a represent a guarantee of success or the exclusive solution or universe of information pertaining to your situation.
Site Security: You may not violate or attempt to violate the security of the Site, including by, without limitation (a) accessing data not intended for you or logging into a server or account which you are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, conducting "denial of service attacks", "flooding", "spamming", "mail bombing" or "crashing", (d) sending unsolicited email, including promotions and/or advertising of products or services, (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or (f) attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site. Violations of system or network security may result in civil or criminal liability. DD will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
Disclaimer, Warranties, and Limitation of Liability: Due to the number of sources from which the content in the Site is obtained, and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in such content and the Site.
THE SITE, THE INFORMATION AND CONTENT ON THE SITE OR AVAILABLE THROUGH THE SITE, AND ANY PRODUCT OR SERVICE OBTAINED OR ACCESSED THROUGH THE SITE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DD (AND ITS RESPECTIVE AFFILIATES, ADVERTISERS AGENTS SERVICE PROVIDERS, AND LICENSORS (“DD PARTIES”)) HEREBY SPECIFICALLY DO NOT WARRANT AND SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF THE ACCURACY, COMPLETENESS, TIMELINESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT, PRODUCTS AND SERVICES AVAILABLE THROUGH AND APPEARING ON THE SITE.
THE DD PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS ON WHICH THE SITE IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. THE DD PARTIES SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY, OTHER THAN DEATH OR PERSONAL INJURY RESULTING DIRECTLY FROM USE OF THE SITE, CAUSED IN WHOLE OR PART BY ITS NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE SITE AND ANY INFORMATION OR CONTENT THROUGH THE SITE.
IN NO EVENT WILL THE DD PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON OR IN CONNECTION WITH SUCH INFORMATION OR CONTENT OR THE SITE. THE DD PARTIES SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR THE INFORMATION OR CONTENT CONTAINED ON THE SITE OR AVAILABLE THROUGH THE SITE, OR ANY PRODUCT OR SERVICE PURCHASED OR ACCESSED THROUGH THE SITE.
NOTWITHSTANDING ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, THE DD PARTIES’ TOTAL AND SOLE LIABILITY TO YOU FOR ANY AND ALL CAUSES OF ACTION WHATSOEVER YOU MAY BRING AGAINST DD AND/OR DD PARTIES, WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE PERMITTED BY LAW, SHALL BE LIMITED, IN THE AGGREGATE, TO THE AMOUNT PAID BY YOU TO DD FOR THE APPLICABLE FEE AMOUNT (IF ANY) TO USE OR ACCESS ANY SERVICES FEATURES OF THE SITE WITHIN THE ONE YEAR PRECEDING THE SPECIFIC OCCURRENCE (OR LAST IN A SERIES OF SPECIFIC OCCURRENCES) WHICH GAVE RISE TO THE CLAIM OR A TOTAL AGGREGATE DOLLAR AMOUNT NOT TO EXCEED USD$1,500.00, WHICHEVER AMOUNT IS GREATER.
ALL CLAIMS FOR DAMAGES MUST BE ASSERTED WITHIN THREE (3) MONTHS OF THE SPECIFIC OCCURRENCE (OR LAST IN A SERIES OF SPECIFIC OCCURRENCES) TO WHICH THEY RELATE OR YOU HEREBY AGREE THEY WILL BE FOREVER BARRED.
YOU HEREBY WAIVE ANY AND ALL RIGHTS YOU MAY NOW OR LATER HAVE TO RECOVER FROM DD AND/OR THE DD PARTIES ANY EXPENSES, COST OR FEES INCURRED BY YOU IN RELATION TO OR ARISING FROM ANY CLAIM OR AWARD AGAINST DD AND/OR THE DD PARTIES IN ANYWAY, INCLUDING, BUT NOT LIMITED TO, COLLECTION COSTS AND ATTORNEY'S FEES, COSTS OR DISBURSEMENTS.
Because some states or jurisdictions do not allow certain exclusions or limitations of liability for damages or the exclusion of certain types of warranties, parts or all of the above limitation may not apply to you. If any applicable authority holds any portion of this section to be unenforceable, then the DD and the DD Parties' liability will be limited to the fullest possible extent permitted by such applicable laws and the language herein shall be deemed to be automatically amended thereby to fully confirm with such laws.
Indemnification: You agree to indemnify and hold the DD and the DD Parties, and their respective officers, owners, agents, professional advisors, and employees, harmless from any claim, demand or damages (including all related third party and attorney fees, costs and disbursements) due to your violation of the TOS or your infringement of any intellectual property or other right of any person or entity, including those that arise out of any of your “Postings” (as defined by these TOS) and any material contained therein.
Forums, Chat Rooms, Blogs, Videos and Other User Generated Postings; Social Networking: If you elect to post material to any blogs, forums, user-generated content submission activities, visitor or registered user comment areas, participate in our social networking channels or other community boards (collectively referred to as the “Forums”) that may be offered on our sites; or if you elect to upload any photographs, audio or video; or if you elect to respond to requests for comments or feedback, Q & A, to polls; or if you elect to furnish any type of user-generated content submission, you will be solely responsible for all content, messages, text, files, images, graphics, photos, audio clips, sounds, videos or other materials associated therewith (collectively the foregoing posts, submissions, and uploading shall be referred to as "Postings"). You agree and warrant that any Postings you post to the sites will be true and accurate, will not defame any person or invade any person's privacy, and will not infringe the proprietary rights of any person. You agree not to furnish any Postings to which you do not own the rights. The Forums are a free service provided to users of DD. By submitting a Posting in the Forums, you agree to be bound by the following terms and conditions. If you do not want to be bound by these terms, then do not use the Forums. For the avoidance of doubt, all of your activities and Postings on Forums that are hosted by third party service providers (e.g., DD’s Facebook pages, Twitter pages, etc…), shall be subject to the TOS and Privacy Polices of both DD and those of such third party service provider.
Furthermore, all information (including, personal identifiable information) contained in any Postings will be handled separately from information DD collects from you or you furnish to DD in connection with visiting or registering with the Site or information you elect to submit for the purpose of DD forwarding such specific information to a third party at your direction (e.g., potential employer or school). You hereby acknowledge and agree that by engaging in any Postings you are thereby granting DD the “UGC License” (defined below) with respect to such Postings.
You agree to be fully responsible for your own Postings and agree to access and use the Forums at your own risk on an as-is basis. DD cannot and does not guarantee that it will post display or continue to display Postings you or other users submit to the Forum. Also, DD reserves the right to edit or abridge Postings for any reason and to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any Postings, in whole or in part, in the sole discretion of DD.
You also acknowledge that visitors to the sites may post comments about your Postings which may be derogatory, and that DD has no obligation to monitor or delete any such Postings.
Please be aware that DD does not and cannot monitor all of the Postings made to the DD Sites, and therefore DI will not be responsible for the content of any Postings. DD has no obligation to verify the accuracy of any personally identifying information that is posted to the Site. However, DI does reserve the right to delete or edit any material in any Posting that is obscene, harassing, offensive or otherwise objectionable and not in keeping with the community standards of the DD business and websites. If DD elects to edit any Postings, it nonetheless assumes no responsibility for the content of the Postings. Under no circumstances will DD be liable for any inaccuracy or defect in any Postings. DD also expects all users to adhere to certain rules of the road. Therefore, you agree not to post, email, or otherwise make available Postings:
- that are unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, libelous, or invasive of another's privacy, or harmful to minors in any way;
- that harass, degrade, intimidate or are hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- that include personal or identifying information about another person without that person's explicit consent;
- that are false, deceptive, misleading, deceitful, misinformative, constitute "bait and switch" or impersonation of any person or entity;
- that contain your own or a third party's advertising, branding or promotional content;
- that infringe any proprietary rights, including copyright, of any party, or Postings that you do not have a right to make available;
- that restrict or inhibit any other user from using and enjoying the DI Sites or the services offered on them;
- that do not relate to the subject matter of the Forum;
- that contain viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of another's computer;
- that advertise or promote any goods or services in the Forums. This includes, among other things, "junk mail", "spam", "chain letters", and "pyramid schemes;"
- that conduct contests or distribute chain letters through the Forums; or
- that violate any applicable local, state, national or international law in connection with your use of the Forums. This includes, among other things, any securities law or regulation.
Because DD does not monitor the Postings, you agree to use and rely on them at your own risk. DD cannot and does not make any representation or warranty about the material contained in the Postings. DD likewise assumes no responsibility for any contact you may have with other users of our sites, either online or offline. If you elect to meet in person with someone you may meet on our sites, you do so at your own risk, and under no circumstances will DD be liable for any activity or injury that may occur.
UGC License Grant: BY SUBMITTING A POSTING IN A FORUM, YOU ARE THEREBY GRANTING DD A PERPETUAL, UNCONDITIONAL, ROYALTY-FREE, FULLY PAID-UP AND IRREVOCABLE RIGHT AND LICENSE TO USE, SHARE, REPRODUCE, MODIFY, ADAPT, PUBLISH, TRANSLATE, DISTRIBUTE, TRANSMIT, PUBLICLY DISPLAY, PUBLICLY PERFORM, SUBLICENSE, CREATE DERIVATIVE WORKS FROM, TRANSFER, AND SELL ANY SUCH POSTINGS. BY FURNISHING POSTINGS, AND WITHOUT LIMITING THE FOREGOING, YOU GIVE DD THE RIGHT TO USE SUCH POSTINGS IN ANY MANNER WHATSOEVER AND IN ANY MEDIA NOW KNOWN OR HEREAFTER INVENTED, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO COMBINE YOUR POSTINGS WITH POSTINGS OF THIRD PARTIES IN VARIED COMBINATIONS. THE FOREGOING INCLUDES ALL ASPECTS OF A POSTING, SPECIFICALLY INCLUDING ANY PERSONALLY IDENTIFIABLE INFORMATION CONTAINED THEREIN for editorial, educational, and/or commercial purposes. In addition, without limiting the foregoing, if your Posting includes personal anecdotes, they may be attributed to you. DD can sell, transfer, edit, rewrite, use, and reuse all such content, including your name, likeness, photograph, and biographical information that you provide, in any way and any media whether now known or invented in the future, with or without attribution. You agree that any content you send us will not violate any rights of any third party and that you will only send us content for which you own the rights.
Links to Third Party Sites: The Site contains hyperlinks to websites, offers, and services operated by persons other than DD. Such hyperlinks are provided for your reference and convenience only. You agree not to hold DD responsible for the content or operation of such websites. A hyperlink from the Site to another website does not imply or mean that DD endorses the content on that the website, or the operator or the operations of such website. You are solely responsible for determining the extent to which you may use any content located at any other websites to which you might navigate to via a link from the DD Site.
Trademarks: The DD name, trade names, trademarks and logos, and all related product and service names, design marks and slogans displayed on the Site (collectively, the "DD Marks") are the trademarks, service marks or registered trademarks of DD. The DD Marks may not be used in any manner without the prior written consent of DD. All other products and service marks contained on the Site are the trademarks of their respective owners. Reference to any products, services, processes, hypertext links to third parties or other information by trade name, trademark, manufacturer, supplier or otherwise does not necessarily constitute or imply the endorsement, sponsorship or recommendation by DD. The content of all products and service information of third parties are the sole responsibility of each individual third party supplying the same to DD and you agree not to look to DD for any confirmation, review, fact checking, inaccuracies, errors or omissions with respect to any products and information supplied to DD by third parties.
Copyright Infringement: In accordance with the provisions of the Digital Millennium Copyright Act, 17 USC sec. 512, the Site have designated an agent to receive notices of claims of copyright infringement: DMCA Copyright Administrator, 110 East 28th Street, New York, NY 10016 Attn: Mr. Drew Blumenthal; Tele: 917-513-0533; Email: firstname.lastname@example.org. If you believe your copyright has been infringed, you may provide us with notice. To be effective, the notification must be a written communication that includes the following:
- A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the content 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 content;
- Information reasonably sufficient to permit us to contact you, including an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good-faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
DD may give notice to our users that DD has received a notice of infringement by means of a general notice on our sites, electronic mail to a user's email address in our records, or by written communication sent by first-class mail to a user's physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
- Your physical or electronic signature
- Identification of the content that has been removed or to which access has been disabled, and the location at which the content appeared before it was removed or access to it was disabled;
- A statement from you under the penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of a mistake or misidentification of the content to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for the judicial district in which our offices are located, and that you will accept service of process from the person who provided notification of allegedly infringing content or an agent of such person.
DD reserves the right to terminate access to our sites of any user who DD believes in its sole discretion infringes the proprietary rights of any third party.
Reprint Requests: For reprint requests for any of the Content on the DD Sites or owned or distributed by DD, please contact DD via the following e-mail address: email@example.com
International Users: The Site is hosted and located in the United States. DD makes no representation that content or services furnished within or through the Site is appropriate or available for use in other locations of the world. Those who choose to access the Site from other locations do so at their own risk, and are responsible for compliance with all applicable local laws.
Transfer to U.S.: If you are located outside of the United States, please note that the information you provide to us will be transferred to the United States. By registering with the Site, you consent to this transfer. You also consent to the adjudication of any disputes arising in connection with the Site in the federal and state courts of, and in accordance with the laws of, the State of New York in the United States, as further set forth in the “Additional Provisions” section below.
Transfer outside of the U.S.: DD Parties, their affiliates, or service providers may transfer information that DD collects about you or that you furnish to DD, including personal information across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you are located in the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, please note that DD may transfer information, including personal information, to a country and jurisdiction that does not have the same data protection laws as your jurisdiction.
Additional Provisions: These TOS contains the final and entire agreement between DD and you regarding your access or use of the Site and service features furnished through the Site and supersedes all previous and contemporaneous oral or written agreements regarding such access and use.
These TOS are personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. DD may sell, assign, transfer, or delegate any right or duty of DD hereunder to any other party without notice to you. Except as set forth herein with respect to the DD Parties, no other third party is a beneficiary of this Agreement.
If any provision of these TOS or its application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of these TOS, or the application of such affected provision in other circumstances, shall not be affected thereby, and each provision shall be valid and enforced to the fullest extent permitted by law.
You agree that these TOS, as well as any and all claims arising from these TOS will be governed by and construed exclusively in accordance with the laws of the United States and the State of New York applicable to agreements executed and wholly performed therein, without any regard to any conflict of laws principals or the so-called “borrowing statue” of the State of New York (i.e., CPLR 202). You agree that any dispute, claim or controversy arising in connection with or relating to this agreement, including, but not limited to the validity, breach, enforcement or termination thereof shall be resolved exclusively by litigation instituted and prosecuted in the courts of competent jurisdiction of the State of New York located in New York County, namely the Commercial Division, New York State Supreme Court, or the Federal Courts in New York State. The parties hereby irrevocably submit to the exclusive jurisdiction of said courts and waive any rights to object to or challenge the appropriateness of said forums. You agree to accept service of process by mail pursuant to the notice provisions hereunder and waive any and all objections to venue, jurisdiction or service of process. These TOS will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.