Paths app by Seize LLC

Terms of Use

Last Updated: June 1, 2020

Please read these Terms of Use carefully before you start to use our website or mobile application.  By using Seize LLC’s (the “Company,” we,” “us,” “our”) getpaths.com website or mobile application (collectively, the “Site”), you agree to be bound by all terms, conditions, and notices contained or referenced herein (the “Terms”).  If you do not agree to the Terms, do not access, download, or use the Site.  

The Terms, the Privacy Policy, and all other documents referenced herein govern the relationship between you, the Site user (“you”), and the Company with respect to your use of the Site.  You agree that the agreement formed by the Terms is binding like any written, negotiated agreement signed by you, and you agree to be bound by, and fully comply with its terms.  You represent and warrant that you have all necessary right, power, and authority to enter into this agreement and to perform and otherwise discharge all of your obligations hereunder.

  1. USER ACCOUNTS AND GENERAL TERMS

In order to access and use the Site, you must create an account (“Account”) with us.  You can create an Account by using your email address and creating a password.  You may not register more than one (1) account, unless the Company authorizes you to do so.  If you are under the age of eighteen (18), you may not use the Site.  You also may not transfer or assign your account to another party.  

You agree at all times to: (i) provide accurate, current, and complete information about yourself during the registration process; and (ii) maintain and update your information (including your e-mail address) to keep it accurate, current, and complete.  You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, we may, in our sole discretion, terminate your Account and your ability to use the Site, and report you to the appropriate authorities.

You acknowledge and agree that we may send you information and notices regarding the Site by email or through other means.  You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Site.  

You are responsible for maintaining the confidentiality of your Account and password, and for restricting access to your device(s), and you agree to accept responsibility for all activities that occur on your Account.  You shall not impersonate any person or entity or falsely state or otherwise misrepresent your identity or affiliation with a person or entity.  You agree to immediately notify us of any unauthorized use, theft, or misappropriation of your Account, username, or password, or any other breach of security of which you become aware.  

All of the information you provide to us or that we collect from you in connection with your use of the Site will be governed by the Terms and our Privacy Policy.  We reserve the right to change, remove, alter, or delete any username at any time and for any reason in our sole discretion.  We further reserve the right to refuse service, remove or edit content, or cancel service requests in our sole discretion.

You acknowledge and agree that the Company is not responsible for the conduct of users in interactive areas of the Site.

  1. USER LICENSE

The Company grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and make use of the Site.  Except as we may expressly authorize, you shall not (i) modify, copy, duplicate, distribute, redistribute, display, perform, reproduce, publish, license, transfer, sell, resell, share, make available to any third party, create derivative works based on, or otherwise exploit the Site; (ii) frame or mirror any Company Materials, Intellectual Property or content forming part of the Site; (iii) reverse engineer the Site; or (iv) access the Site in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Site.  You may only use Company Materials and Intellectual Property on the Site as expressly permitted in the Terms and for no other purpose.  Any unauthorized use of the Site shall automatically terminate the license granted to you by the Company for such use.

  1. INTELLECTUAL PROPERTY

The Company may make certain content, software, or other electronic materials (including all files, text, URLs, video, audio, and images contained in or generated by such materials, and accompanying data) (collectively, “Company Materials”) available to you from the Site, from time to time.  You acknowledge that the Site and other functionality and Company Materials available on the Site are protected by copyrights, trademarks, service marks, patents, trade secrets, laws related to internet domain names, and/or other proprietary rights (collectively, “Intellectual Property”) and are owned by the Company or are used by permission.  We retain full and complete title to the Company Materials and Intellectual Property. 

You may download or print copies of portions of the materials on the Site, provided that you only use such copies for your own non-commercial use and do not modify or alter these copies in any way, or delete or change any copyright, trademark, or patent notices therein.  No right, title, or interest in any Company Materials or Intellectual Property is transferred to you.

The PATHS word trademark and logos, and other names and logos used to brand the Company’s products and services referenced herein, are trademarks and service marks of the Company.  All other products, services, and company names mentioned herein are the trademarks and service marks of their respective owners.  You may not copy, imitate, modify, or use the Company trademarks without our prior written consent.  In addition, all page headers, custom graphics, button icons, and scripts are copyrights, service marks, trademarks, and/or trade dress of the Company and are the Company’s Intellectual Property.  You may not copy, imitate, modify, or use these page headers, custom graphics, button icons, and scripts without our prior written consent.  You may use HTML logos provided by us for the purpose of directing web traffic to the Company’s services.  You may not alter, modify, or change these HTML logos in any way, use these HTML logos in a manner that mischaracterizes the Company or the Company’s services, and you may not display these HTML logos in any manner that implies the Company’s sponsorship or endorsement.

All rights not expressly granted herein are reserved by the Company.  Any unauthorized use of Company Materials or Intellectual Property appearing on the Site may violate copyright, trademark, and other applicable laws, and could result in criminal or civil penalties.

  1. USER MATERIALS

The content and materials on the Site are largely generated by users.  The Company welcomes you to use the Site to post, upload, display, perform, transmit or otherwise distribute appropriate information, materials, or other content at your direction, including photographs, video materials, posts, comments, opinions, or other content (collectively, “User Materials”), subject to the Terms.

By posting User Materials to the Site, you represent and warrant that you have all right, title and interest necessary to post such User Materials and are fully authorized to make all authorizations, licenses, and/or warrantees that are made herein.  By posting User Materials to the Site, you hereby grant the Company an unlimited, royalty-free, non-terminable, non-exclusive, irrevocable, perpetual, sublicensable, worldwide license to use, copy, reproduce, publish, adapt, modify, distribute, prepare derivative works based on, license, sell, offer for sale, transfer, publicly display, publicly perform, transmit, broadcast, and otherwise exploit and use (for any purpose whatsoever and in any form or medium whatsoever) your User Materials, including any and all copyrights, patents, publicity rights and privacy rights therein, by and on behalf of the Company without compensation for any purpose on any medium, whether printed, digital or otherwise. 

You agree that the Company may publish or otherwise disclose your name or username in connection with your User Materials.  By posting User Materials on the Site, you warrant and represent that you own the rights to the User Materials or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Materials and that such User Materials do not violate any applicable laws, contractual restrictions, or any rights of third parties, including but not limited to intellectual property rights.  You agree that the burden of proving that any User Materials do not violate any laws or third-party rights rests solely with you.  By submitting any User Materials, you represent and warrant that such submissions are accurate, complete, and current.  You agree that the User Materials are not confidential and no confidential relationship is established with the Company. 

You are solely responsible for your User Materials, including making and keeping backup copies of your User Materials and for applying the appropriate level of access rights to the same.  The Company shall not be responsible or liable for the deletion or accuracy of any User Materials, the failure to store, transmit, encrypt (or otherwise secure) or receive any User Materials, or the storage, transmission, encryption (or other security) or receipt of any other communication involving the use of the Site.

  1. CONTENT STANDARDS

All access and use of the Site and related services, including but not limited to the submission of User Materials, are governed by the content standards found within the Terms (“Content Standards”).  You agree that your access and use of the Site will be in compliance with the Content Standards.

You may use the Site only for lawful activities and in accordance with the Terms.  You may not, and you agree that you will not, encourage, assist, or authorize the following prohibited activities on or through the Site:

  • using any device, robot, spider, script, automated or manual process, or other means to harvest information about, or “scrape” information about, other users or any Site content;

  • interfering with the security of, or otherwise abusing, the Site or any system resources, services or networks connected to or accessible through the Site;

  • taking any action that imposes an unreasonable or disproportionately large, as determined in the Company’s sole discretion, load on the Company’s hardware or software infrastructure;

  • attempting to reverse engineer, decompile, disassemble, or otherwise obtain the source code to the Site;

  • transmitting, installing, uploading or otherwise transferring any virus, malware, spam, phishing emails, or other item to the Site that in any way affects the use, enjoyment, or service of any user or any Company employee’s device used to access the Site;

  • transmitting, installing, uploading, or otherwise transferring any materials to the Site that, in the Company’s sole discretion, are fraudulent, inaccurate, deceptive, defamatory, offensive, violent, lewd, salacious, explicit, discriminatory, illegal, infringing, hateful, inflammatory, obscene, pornographic, or sexually suggestive;

  • transmitting, installing, uploading, or otherwise transferring any user-generated content or materials to the Site that are threatening, abusive or invade another’s privacy, cause annoyance, inconvenience or needless anxiety, harass, upset, embarrass, alarm or annoy any other person, impersonate any person, or misrepresent your identity or affiliation with any person is objectionable; There is no tolerance for objectionable content or abusive users per Apple's user-generated content standards. We will eject such content and offending user within 24 hours.

  • transmitting, installing, uploading, or otherwise transferring to the Site any content that violates or infringes the intellectual property rights of others (including, but not limited to, copyrights, trademarks, trade secrets, patents, privacy rights, and/or publicity rights).

  • engaging in or promoting any illegal activities;

  • engaging in any activity that markets another business or attracts the Company’s customers to a third party; 

  • attempting to gain unauthorized access to password-protected, secure, or non-public areas of the Site, except with the written authorization of the Company;

  • attempting to gain unauthorized access to another user’s Account on the Site; or

  • otherwise attempting to interfere with the proper working of the Site.

If you engage in any activity set forth above or violate any other terms herein, your Account shall be automatically terminated and your use of the Site will be prohibited.  The Company may report any unlawful conduct to the appropriate authorities and may turn over any and all information regarding such activity to appropriate persons or entities.

  1. PRIVACY

The Company respects and is committed to your privacy.  Please review our Privacy Policy which describes our privacy practices and how we collect, use, and disclose personal information of users who use the Site.

  1. MODIFICATIONS 

We reserve the right at any time to change: (i) the Terms; (ii) the Site, including terminating, eliminating, supplementing, modifying, adding, or discontinuing any content or feature or data or service on or available through the Site or the hours that they are available; (iii) any fees or charges, if any, related to the use of the Site; and (iv) the equipment, hardware, or software required to use and access the Site.  

We reserve the right to change the Terms by posting revisions to the Site at any time.  Any changes we make to the Terms will be effective immediately upon notice, which we may provide by any means including, without limitation, posting on the Site.  Your continued use of the Site after such notice will be deemed acceptance of such changes.  Accordingly, we urge you to review the Terms at the start of each use of the Site.  It is your responsibility to check the Site regularly to determine if there have been changes to the Terms and to review such changes.

  1. ACCURACY OF INFORMATION

The Company updates the information on the Site periodically.  However, the Site may contain typographical errors or inaccuracies, and may not be complete or current.  The Company cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information on the Site.  The Company therefore reserves the right to revise, supplement or delete any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice to past, current or prospective users.

  1. LINKED WEBSITES

The Site may contain links to third party websites, applications, materials, or resources, and are provided “as is.”  These links are provided to you only as a convenience and their presence in the Site does not imply endorsement by the Company of such website or of any association with such websites’ operators.  You should be aware that you use them at your own risk.

We do not endorse, and will not be liable for, any content, products, services, software, or other materials available on such other websites, even if a page or pages of the other websites are framed within a page of the Site.  We are not responsible for the privacy practices or the content of third party websites.  For your protection, please refer to the terms of use and privacy policies of those respective websites.  

You acknowledge, understand, and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, or reliance on, any such information, content, goods, or services available on or through such third party websites.  We shall not be liable for any errors or delays in the content, goods, or services available on such third party websites, or for any actions taken or not taken in reliance thereon.

  1. INTERNET SOFTWARE OR COMPUTER VIRUSES

Due to technical difficulties with the internet, internet software or transmission problems could produce inaccurate or incomplete copies of information contained on the Site.  Due to the ability to share certain content and materials, computer viruses or other destructive programs may also be inadvertently downloaded from the Site.

The Company shall not be responsible or liable for any software or computer viruses, or other destructive, harmful, or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on the Site, or your downloading the Site or any User Materials or other content from the Site.  The Company recommends that you install appropriate anti-virus or other protective software.

  1. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, THE SERVICES, AND OTHER MATERIALS AVAILABLE ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.  THE COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SITE WILL BE SECURE, UNINTERRUPTED, ERROR FREE, OR VIRUS FREE, OR THAT THE SITE WILL MEET YOUR REQUIREMENTS.  WE RESERVE THE RIGHT TO INTERRUPT/SUSPEND THE SITE, OR ANY PART THEREOF, WITH OR WITHOUT PRIOR NOTICE FOR ANY REASON AND YOU SHALL NOT BE ENTITLED TO ANY REFUNDS OF FEES, IF ANY, FOR INTERRUPTION OF THE SITE. INFORMATION OBTAINED THROUGH THE SITE HAS NOT BEEN VERIFIED, AND THE COMPANY DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT SUCH INFORMATION IS ACCURATE, COMPLETE, RELIABLE, OR OTHERWISE VALID.

THE COMPANY DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO THE SITE, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SITE BY OTHER USERS.  THEREFORE, THE COMPANY DISCLAIMS ALL LIABILITY FOR INACCURATE INFORMATION, FRAUD, NEGLIGENCE, WILLFUL MISCONDUCT, OR ANY OTHER INAPPROPRIATE USE OF THE SITE.

THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE.

SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE SHORTEST DURATION PERMITTED BY LAW.  YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE-TO-STATE. 

  1. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE THAT YOU ARE 18 YEARS OF AGE OR OLDER.  YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND THE MATERIALS CONTAINED THEREIN IS AT YOUR SOLE RISK.  YOU ACKNOWLEDGE THAT INFORMATION TRANSMITTED THROUGH THE INTERNET IS NEVER COMPLETELY SECURE.  NEITHER THE COMPANY, NOR ANY OF THE COMPANY’S EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, OR LICENSORS (COLLECTIVELY, “COMPANY ASSOCIATES”) SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOST DATA, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), OR ATTORNEYS’ FEES ARISING UNDER OR OUT OF THE TERMS, OR OUT OF YOUR USE OF THE SITE OR INABILITY TO GAIN ACCESS TO OR TO USE THE SITE OR OUT OF ANY BREACH OF ANY WARRANTY, EVEN IF THE COMPANY OR A COMPANY ASSOCIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH THE COMPANY IS TO STOP USING THE SITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.  IF THE FOREGOING LIMITATIONS ARE UNENFORCEABLE, YOU AGREE THAT THE COMPANY’S LIABILITY TO YOU UNDER THE TERMS SHALL NOT EXCEED FIVE U.S. DOLLARS AND NO CENTS ($5.00).

THE SITE IS CONTROLLED, OPERATED, AND ADMINISTERED BY THE COMPANY FROM ITS OFFICES WITHIN THE UNITED STATES.  THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT MATERIAL AVAILABLE THROUGH THE SITE IS LEGAL, APPROPRIATE, OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES.  IF YOU ACCESS THE SITE FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND THE COMPANY ACCEPTS NO RESPONSIBILITY FOR SUCH ACCESS.  WE RESERVE THE RIGHT TO LIMIT THE AVAILABILITY OF THE SITE, MATERIALS, OR OTHER PRODUCTS DESCRIBED IN THE TERMS TO ANY PERSON, GEOGRAPHIC AREA, OR JURISDICTION AS WE SO DESIRE, AT ANY TIME AND IN OUR SOLE DISCRETION, AND TO LIMIT THE QUANTITIES OF ANY SUCH SERVICES, MATERIALS OR OTHER PRODUCT PROVIDED.

YOU ACKNOWLEDGE AND AGREE THAT ANY AND ALL DISCLAIMERS IN THE TERMS AND THE PROVISIONS OF THE TERMS REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN THE COMPANY AND YOU.

  1. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company and all Company Associates from and against, any and all liabilities, claims, costs, damages, demands, losses, and expenses, including all costs of legal proceedings and attorneys’ fees, arising directly or indirectly from, or related to: (i) any breach of the Terms for which you are responsible including, without limitation, your violation of any laws governing communications or intellectual property; (ii) any User Materials submitted by you or through your Account; and/or (iii) your use of the Site or transmission of any materials or other content through the Site. 

You agree to cooperate with us in asserting any available defenses.  We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such matter without our prior written consent.  This indemnification section will survive any termination or expiration of the Terms.  We reserve the right to deny service to anyone, at any time, and for any reason or no reason, as permitted by law.

  1. COPYRIGHT POLICY

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 accounts 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 the Site that may be infringing or the subject of infringing activity.

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 (“Designated Agent”).  Our Designated Agent can be reached at:

Seize LLC

Attn: DMCA Agent

16327 Piuma Ave, Cerritos, CA 90703

Email: info@getpaths.com

Phone: 360-693-4225

If you are a copyright owner (or are authorized to act on behalf of a copyright owner) and believe that your copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

  2. 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;

  3. 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;

  4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;

  5. 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

  6. 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.

  1. NOTICES

When required, you acknowledge that the Company may send you information or provide notice to you by a general posting on the Site, by email, by postal mail to your address of record, or through other means.  If you have any questions about the Terms, the practices of the Site, or your dealings with the Company, please email or write to:

Seize LLC

Attn: Taber Nash

16327 Piuma Ave, Cerritos, CA 90703

info@getpaths.com

getpaths.com

We welcome your questions and comments.

  1. ACCESS RELATED TO ALLEGED VIOLATIONS

To ensure that we provide a high quality experience for you and other users of the Site, you agree that we may access your Account and all information and any records related thereto on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site, and you agree to give us full access to your Account and all information and records related thereto without the need for additional authorization and without any claim to privacy or other rights to such Account and related information and records.

We do not intend to disclose the existence or occurrence of such an investigation unless required by law or if requested by law enforcement officials.  However, the Company reserves the right to terminate your Account or your access to the Site immediately, with or without notice to you, and without liability to you, if we believe you have violated any of the Terms, furnished false or misleading information, or interfered with use of the Site by others.

You acknowledge, consent, and agree that we may access, preserve, and disclose the information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms; (iii) respond to claims of a violation of the rights of third-parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of the Company, its users, and the public.

  1. MISCELLANEOUS

The Site is provided for lawful purposes only.  You acknowledge and agree that the provisions, disclosures, and disclaimers set forth in the Terms are fair and reasonable and your agreement to follow and be bound by them is not the result of fraud, duress, or undue influence exercised upon you by any person or entity.  You acknowledge and agree that the Site is for your non-commercial use only.

The Terms are governed by and construed in accordance with the laws of the State of Delaware and United States of America, without regard to their respective principles of conflicts of law.  You agree to the exclusive jurisdiction and venue of the federal and state courts located in [COUNTY] County, Delaware, United States of America, in any matter arising from or related to the Terms and your use of the Site, and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

If any provision of the Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.

The Terms set out the entire agreement between us relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements between us.  The Terms are not assignable, transferable, or sub-licensable by you, except with our prior written consent.  The Terms provide only for the use of the Site.  The Terms shall not be construed as a teaming, joint venture, or other such arrangement, unless the parties expressly and explicitly execute an agreement to that effect.  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.  Any heading, caption, or section title contained in the Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

We shall have the right to assign the Terms and to sublicense any and all of the Company’s rights under the Terms.  Notwithstanding any provision of the Terms, the Company has available all remedies at law or equity to enforce the Terms.  The Company has no obligation to monitor the Site; however, you acknowledge and agree that we have the right to monitor the Site electronically from time to time and to disclose any information as necessary.  You agree that we may terminate your use of the Site in our sole discretion for any reason or no reason.