Before YOU are authorized to visit or access materials provided at the AChat website or app (referred to herein as "Service" or "website" or "site" or "app"), YOU are required to read and accept the following Terms and Conditions of Access, Use and Membership (the "Agreement"). PLEASE TAKE CARE TO CAREFULLY READ AND UNDERSTAND EACH AND EVERY PROVISION CONTAINED IN THIS AGREEMENT PRIOR TO DETERMINING WHETHER YOU AGREE TO PROCEED INTO THIS WEBSITE.
This Agreement is made and entered into by and between YOU, a person desiring to access and make personal use of the materials appearing in the website ("YOU" or "YOUR"), and AChat. (if you are user in the United States) or ODS Online Dating Systems LTD (if you are a non-USA user), the owner and operator of the AChat website ("COMPANY"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by YOU and COMPANY, and by further accessing or otherwise taking advantage of the services and materials provided by Service, YOU agree to be bound by all the terms and conditions set forth herein. Subject to the provisions set forth in this Agreement, COMPANY grants YOU a non-exclusive, but wholly revocable license, to access to the website. This Agreement is subject to change by COMPANY without notice and at any time, and changes are effective immediately.
ALL TEXT, IMAGES, GRAPHICS, MESSAGES AND COMMUNICATIONS, FOUND IN SERVICE (COLLECTIVELY REFERRED TO HEREIN AS "CONTENT") ARE ONLY AUTHORIZED FOR DISTRIBUTION EXCLUSIVELY TO PERSONS OVER THE AGE OF MAJORITY (EIGHTEEN (18) YEARS OF AGE IN MOST JURISDICTIONS, BUT 21 YEARS OF AGE IN AL, MS, NE, NY AND ALL OTHER JURISDICTIONS WHERE 21 IS THE AGE OF MAJORITY) WHO ACCESS THE WEBSITE IN LOCATIONS WHERE SUCH CONTENT DOES NOT INFRINGE UPON OR VIOLATE ANY LOCAL STANDARD OF DECENCY OR ANY FEDERAL, STATE OR LOCAL LAW OR REGULATION OF THE UNITED STATES OR ANY OTHER COUNTRY OR TERRITORY. NO PERSON WHO IS UNDER THE AGE OF 18 (OR 21, WHERE APPROPRIATE) OR WHO ACCESSES THE WEBSITE IN LOCATIONS WHERE SUCH CONTENT INFRINGES UPON OR VIOLATES ANY LOCAL STANDARD OF DECENCY OR ANY FEDERAL, STATE OR LOCAL LAW OR REGULATION OF THE UNITED STATES OR ANY OTHER COUNTRY OR TERRITORY MAY DIRECTLY OR INDIRECTLY VIEW, DOWNLOAD OR POSSESS ANY OF THE CONTENTS OF Service.
RESTRICTIONS ON USE OF CONTENT.
All content, including images, text, graphics, video and audio content (the "Content") contained in Service is protected under the laws of copyright, owned or under license to COMPANY or its designers, and represents proprietary and valuable intellectual property. YOU cannot, under any circumstances, access, view, download, receive and make use of said Content except as specifically and in writing authorized by COMPANY. Upon becoming a subscriber member of the website, the COMPANY grants YOU a limited, non-exclusive, non-transferable, revocable license to access and view the graphics files, audio files, video files, text, hyperlinks, interlinks, search engines and other software associated with authorized subscriber member use of the Content. YOU agree that YOU shall at no time access, view, download, receive or otherwise use, or cause or enable others to access, view, download, receive or otherwise use materials, directly or indirectly in places which the COMPANY does not authorize such access, viewing, downloading, receipt or other use.
MEMBER SUBSCRIPTIONS AND FOREIGN TRANSACTION FEES.
By entering your credit card information or other payment method information, as the case may be, YOU hereby authorize the credit card processing agent of COMPANY (or other approved facility), as disclosed on the "join page" of Service, through which YOU purchase access to the Service, to charge YOUR account for the amount of the membershipfee and to charge YOUR account for any and all purchases of products, services and other charges made or otherwise incurred by YOU through the Service. Upon request, Subscribers will be given access to billing records that support charges for use of the Service.
Rates of YOUR subscription to Service will be automatically renewed as detailed on the "join page" at the time of joining, and YOUR credit card (or other approved facility) will be charged at the then-current subscription rate unless and until you notify the COMPANY that you wish to cancel YOUR subscription as provided in the “Termination” section below, and the charges will be as set forth therein. Subscription rates are subject to change at any time without notice. You are liable for any subscription charges incurred by you up to and until termination of the Service. All charges will appear on YOUR credit card statement (or other payment method statement) as detailed on the "join page" at the time of join.
COMPANY may use credit card processors or banks outside the United States to process YOUR transactions. In some instances, YOUR bank or credit card issuer may charge you a foreign transaction or similar fee or charge. Before purchasing any Services, please check with YOUR bank or credit card issuer for more information about its policies regarding foreign transaction and similar fees and charges.
ID AND PASSWORD.
Upon becoming a member of Service, COMPANY's authorized processor will provide YOU with a unique ID and password which allows YOU access to the website. The ID and password are, and shall remain, the sole and exclusive property of COMPANY, and are issued to YOU in the form of a revocable license. The ID and password are confidential and proprietary material of COMPANY. YOU have a strict obligation to keep the ID and password confidential. Should the confidentiality of either YOUR ID or password become compromised, or YOU have reason to believe that either may have become compromised, or learned by a person other than YOU, YOU must immediately so inform COMPANY via e-mail. Remember YOUR ID and password, because COMPANY cannot and will not release that information to anyone else, including YOU, for any reason whatsoever.
ACCURATE CREDIT CARD INFORMATION.
If the address or any other information pertaining to YOUR credit card is changed for any reason, including changes in the home or billing address, changes in the card expiration date, or if YOUR credit card is lost or stolen, YOU must immediately inform COMPANY via e-mail. YOUR failure to do so is a material breach of this Agreement, and, in the event of YOUR failure to so notify COMPANY, YOU will remain responsible for charges posted to a lost or stolen credit card and hold harmless the COMPANY from same.
YOUR subscription cannot be assigned or transferred to any other person or entity at any time throughout YOUR subscription. YOU must promptly inform COMPANY of any apparent breaches of security, such as loss, theft, or unauthorized disclosure or use of an ID or password. Until COMPANY is notified, by conventional mail or electronic mail of a breach in YOUR account's security, YOU will remain liable for any and all unauthorized use of the Service.
UNITED STATES EXPORT CONTROLS.
This section ONLY applies to users who currently reside in the United States of America. The Content provided through this Service, along with the software, is subject to United States export controls, and may not be downloaded, exported, re-exported, or otherwise saved or transferred into Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods or to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading, exporting, re-exporting or otherwise using any such software or Content, YOU represent and warrant that YOU are not located in, under the control of, or a national or resident of any such country or on any such list.
YOU agree to indemnify and hold harmless COMPANY from and against any and all claims, losses, liabilities, actions, suits or other expenses (including but not limited to reasonable attorney's fees and costs) arising out of a breach by YOU of any of YOUR covenants, representations or warranties contained herein. YOUR representations and warranties include:
- YOU are the age of majority under the laws of the jurisdiction to which you are subject (18 years old in most jurisdictions, but 21 years old IN AL, MS, NE, NY and all other jurisdictions where 21 is the age of majority);
- YOUR personal and credit card information, provided to the COMPANY in connection with YOUR trial and/or membership subscription is true and accurate in all respects and YOU will promptly notify the COMPANY of any and changes in that information;
THE SERVICE IS PROVIDED ON AN "AS IS" BASIS. COMPANY GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND DISCLAIMS ALL WARRANTIESTO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. COMPANY DOES NOT GUARANTEE AND ASSUMES NO RESPONSIBILITY FOR VERIFYING THE ACCURACY OF THE INFORMATION PROVIDED BY ANY USER OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, AND PERSONAL INFORMATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OF ANY TYPE OR IN ANY WAY INCREASE THE SCOPE OF THIS PARAGRAPH. COMPANY IS NOT RESPONSIBLE TO YOU FOR ANY DELAY IN TRANSMISSION OF CONTENT OR WEBSITE DOWNTIME. YOU are solely responsible for having and maintaining the personal computer equipment and Internet access necessary to make use of the Service.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR LOSS OF BUSINESS OR PROFITS OR FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE OR THE CONTENTS THEREOF, OR FOR ANY OTHER CLAIM BY YOU OR BY ANY OTHER THIRD PERSON, EVEN IF COMPANY WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A BREACH OF THIS AGREEMENT BY COMPANY IS A REFUND OF NO MORE THAN ONE MONTH'S MEMBERSHIP FEE. COMPANY is not liable for damages resulting from disseminating, failing to disseminate, or incorrectly or inaccurately disseminating any materials, data, content, advertisement or other communication at or through the website.
TERMINATION BY YOU:
If at any time, for any reason, YOU wish to deactivate or terminate YOUR account, this can be done by accessing the setting page of YOUR account of by contacting us directly. YOU understand that by deactivating or terminating YOUR account, YOU WILL NOT be entitled to any refund of the fees you have paid to COMPANY and all outstanding payments under the terms of YOUR subscription will be immediately due and owning, except as may otherwise be provided by law or under the terms of this Agreement.
If YOU reside in the states of Arizona, California, Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio or Wisconsin, YOU have the right to cancel YOUR subscription, without any penalty or obligation, within three business days, excluding Sundays and holidays, following the date YOU became a subscriber. A signed written notice of such cancellation (which includes YOUR username and the email address used to register for the Services) must be sent by certified mail or personally delivered to our mailbox. Monies paid pursuant to any subscription for dating services shall be refunded within 30 days of receipt of the notice of cancellation.
YOU may terminate YOUR subscription to the Service at any time, and without cause, upon notification to the COMPANY by: electronic or conventional mail, telephone, or filling out the cancellation form. If you cancel your subscription, the Company requires a reasonable amount of time to process the action. If you cancel YOUR subscription, YOU will enjoy subscription benefits until the end of you then-current subscription commitment, following which your subscription benefits will expire. Upon the COMPANY's processing of YOUR request to cancel YOUR subscription, YOU will no longer have access to the premium features and areas of the Service. However, in no event will you be eligible for a refund of any portion of the subscription fees paid for the then-current subscription commitment.
Please note that canceling YOUR subscription may not cancel YOUR membership to the Site and YOUR profile may still be viewable by other members. If YOU are a subscriber and you cancel your subscription but not YOUR membership, unless YOU elect to hide your profile, YOU will continue to be a Member in the Service and others may view YOUR profile. If YOU hide YOUR profile, other Members will not be able to view YOUR profile until YOU "unhide" YOUR profile. If YOU cancel your membership, YOUR profile will be removed, and other Members will not be able to view YOUR profile. YOU will be able to use your current registration information to "unhide" YOUR profile and reactivate YOUR membership in the COMPANY's sole discretion.
YOU may cancel YOUR membership at any time by disabling YOUR membership in YOUR membership preferences or by contacting Customer Service.
In any of the above terminating or suspending events, YOU agree to be personally liable for any and all charges incurred by YOU, during and through the end of your then-current subscription commitment, and YOU shall remain liable for such charges after any such termination or suspension for any reason.After your membership or subscription is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.
Upon any such termination or suspension, YOU will not be entitled to any refund of subscription fees and, if applicable, all unpaid subscription amounts and other fees YOU owe will immediately be due and payable. YOU hereby authorize the COMPANY (through its credit card processing agent or other approved facility) to charge YOU for any and all such sums due, by charging your account using the credit card information or other payment information YOU provided the COMPANY.
COMPANY does not screen or endorse advertisements or communications submitted to it by third-party licensees, advertisers, or visitors for electronic dissemination through "Service". YOU are advised to use YOUR own judgment to evaluate all advertisements and other communications available at or through the use of "Service" prior to purchasing goods and/or services described therein or otherwise responding to any communication at Service.
If the COMPANY should at any time provide any service which enables Subscribers to communicate with, or otherwise share information with other Subscribers or persons providing any kind or service to Subscribers, YOU agree that all messages and other communications by YOU shall be deemed to be readily accessible to all other Subscribers who are authorized to access Service and agree that all such messages and other communications shall not be deemed to be private or secure. Regardless of whether the COMPANY provides any type of service described herein, YOU agree that YOU have hereby been informed and noticed that any and all messages and other communications which YOU submit to COMPANY can be read by the operators and/or other agents of COMPANY, whether or not they are the intended recipient(s) of those messages or communications.
This Service operates as an interactive computer service provider under federal law, and permits individuals to communicate with each other in various ways. As with any human interaction, some individuals may seek to abuse the Service, and its networking services, to annoy, harass, or otherwise harm other users. We do not tolerate such abuse, and any user engaging in such conduct risks termination and potential civil or criminal liability. This notification shall serve as a warning to our users of the potential for misuse of our services. We urge you to use common sense when interacting with individuals through the Service, and to report any instances of misconduct to customer support.
Notices from Service to YOU may be given by means of e-mail, by general posting on Service, or by conventional mail. Communications from YOU to the COMPANY may be made by e-mail, conventional mail or telephone. All questions, complaints, or notices to Service may be sent in the following manner: by means of electronic mail to Customer Service.
Service is not affiliated with any COMPANY or organization other than as set forth above. No inference of association or affiliation with, or endorsement by any COMPANY or organization is intended or should be inferred.
USER GENERATED CONTENT.
YOU are solely responsible for all information which YOU submit, publish, display, disseminate or otherwise communicate through Service even if a claim should arise after termination of Service. While connected to or otherwise directly or indirectly using Service or other services provided to YOU by COMPANY, YOU agree not to submit, publish, display, disseminate, or otherwise communicate any defamatory, inaccurate, abusive, threatening, intimidating, harassing, offensive, racially offensive, obscene, profane, sexually oriented, or illegal material, or any material which infringes or violates another person's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). In addition to the prohibited types of content described above, the following is a partial list of the kind of content that is further prohibited on the Site. YOU may not post, upload, display or otherwise make available content which:
- promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- advocates harassment or intimidation of another person;
- requests money from, or is intended to otherwise defraud, other users of the Site or Service;
- involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming" (or "spimming", "phishing", "trolling" or similar activities);
- promotes information that is false or misleading, or promotes illegal activities or conduct that is defamatory, libelous or otherwise objectionable;
- promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
- contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor's legal guardian);
- contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
- provides material that exploits people in a sexual, violent or illegal manner, or solicits personal information from anyone under the age of 18;
- provides instructional information about illegal activities such as making or buying illegal weapons or drugs, violating someone's privacy, or providing, disseminating or creating computer viruses;
- contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices;
- impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;
- provides information or data you do not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information);
- disrupts the normal flow of dialogue, causes a screen to "scroll" faster than other users are able to type, or otherwise negatively affects other users' ability to engage in real time exchanges;
- solicits passwords or personal identifying information for commercial or unlawful purposes from other users or disseminates another person's personal information without his or her permission; or
- publicizes or promotes commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
Transmission of the foregoing material or any material that violates any federal, state, or local law in the United States or anywhere else in the world is strictly prohibited and shall constitute a material breach of this Agreement entitling COMPANY to immediately terminate all rights to access to Service.
YOU understand and agree that the COMPANY may, but is not obligated to, monitor or review any content you post on the Site or as part of a Service. The COMPANY may delete any content, in whole or in part, that in the sole judgment of the COMPANY violates this Agreement or may harm the reputation of the Site or the COMPANY. The Company reserves the right, in its sole discretion, to investigate and take appropriate legal action against anyone who violates this provision, including removing the offending communication from the Site or Service and terminating or suspending the membership and/or subscription of such violators.
Any and all images and other profile elements uploaded to the COMPANY become property of the COMPANY and may be used by the COMPANY, without restriction, as marketing materials. By accepting this Agreement and its terms and conditions YOU specifically authorize COMPANY to use any content and/or images YOU upload to the COMPANY for marketing the Site in our sole discretion and without YOUR further permission or authorization. By posting content on the Site or as part of the Service, YOU automatically grant to the COMPANY, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, royalty-free, fully paid-up, worldwide right and license to (i) use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute any such content, (ii) prepare derivative works of any such content or incorporate the content into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created. YOU represent and warrant that any posting and use of YOUR Content by the COMPANY will not infringe or violate the rights of any third party.
PROHIBITION OF UNSOLICITIED "SPAM" EMAIL.
All visitors, customers, employees and affiliates of this site are strictly prohibited from sending unsolicited email, or "spam", either advertising for or using the site's name, URL, image or likeness in any way. Additionally YOU may not use other website users' information, whether private or not, to send unsolicited commercial messages of any kind.
The Service may be offered through and accessible through a number of other websites in addition to this particular website. By registering with this Service YOU acknowledge and accept that all content that YOU post to this website may be searchable and available to users of the Service who may access it via different websites from this website, and may be accessible on websites other than this website. YOU further acknowledge and accept that other members of the Service that YOU may view and communicate with via the Service may have registered with and accessed the Service through a number of different websites.
ARBITRATION/CLASS ACTION WAIVER.
YOU AND COMPANY agree that and any and all controversies, disputes or claims arising out of or under this Agreement, shall be exclusively governed and decided by binding arbitration under the Federal Arbitration Act, in conformity with the Rules and Procedures as established by the American Arbitration Association, and the determination of the arbitrator shall be final and binding (except to the extent there exist grounds for vacation of an award under applicable arbitration statutes). The arbitration shall be presided over by a single impartial independent arbitrator appointed by the AAA. The parties agree that the issue of arbitrability shall also be decided by such arbitrator. Each party shall bear its own costs in any arbitration other than as specified herein or as otherwise may be required by law. The arbitration provision shall remain in full force after expiration or termination of this Agreement. THE PLACE OF ARBITRATION SHALL BE BROWARD COUNTY, FLORIDA. THE PARTIES WAIVE ANY RIGHT TO LITIGATE SUCH CONTROVERSIES, DISPUTES, OR CLAIMS IN A COURT OF LAW, AND WAIVE THE RIGHT TO TRIAL BY JURY. THE ARBITRATOR SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY AND ALL DISPUTES OVER THE VALIDITY AND ARBITRABILITY OF ANY PART OF THIS AGREEMENT, AND ANY AWARD BY THE ARBITRATOR MAY BE ENTERED AS A JUDGMENT IN ANY COURT HAVING JURISDICTION. If any part of this arbitration clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the rest shall remain enforceable. If a waiver of class action rights is deemed or found to be unenforceable for any reason in a case in which class action allegations have been made, the remainder of this arbitration clause shall be unenforceable, except that the parties agree to the exclusive jurisdiction and venue for any disputes arising out of the Agreement or related thereto shall be Broward County, Florida and consent to the personal jurisdiction therefor and waive any claim that said venue is an improper or inconvenient forum.
Class Action Waiver.
YOU waive any right to assert any claims against the COMPANY as a representative or member of any class or representative action, except where such waiver is prohibited by law. To the extent YOU may be permitted by law to proceed with a class or representative action against the COMPANY, YOU agree that (1) the prevailing party shall not be entitled to recover attorney's fees, other professional fees, or court costs associated with pursuing the class or representative action (notwithstanding any other provision in this agreement); and (2) YOU shall “opt out” of such class at the first opportunity and will not submit a claim or otherwise participate in any recovery secured through the class or representative action.
ONLINE DISPUTE RESOLUTION FOR CONSUMERS.
The consumer resident in Europe must be aware that the European Commission has established an online platform for alternative dispute resolutions that provides for an out-of-court method to solve any dispute related to and stemming from online sale and service contracts. As a consequence, if you are a European consumer, you can use such platform for resolving any dispute stemming from the online contract entered into with COMPANY. COMPANY is available for any questions via the CONTACT US link on this site.
Any and all translations of these terms into or out of the English Language are provided for YOUR convenience only and the English language version of these terms will govern the relationship between YOU and COMPANY. In the event that there is any contradiction between what the terms contained herein, the English Language version shall take precedence.
Except as otherwise expressly provided herein, if there is any provision of this Agreement that is ultimately held to be unenforceable under applicable law, such provision shall be stricken from this Agreement such that the remaining provisions of this Agreement shall remain in full force and effect, and this Agreement shall be interpreted as if such stricken provision was excluded and shall be enforceable in accordance with the rest of its terms as modified.
YOU may notsell, assign or transfer any or YOUR obligations or rights under this Agreement.COMPANY may, at its sole discretion, sell, assign or transfer COMPANY'S rights and obligations under this Agreement at any time, without any restriction, and without notice to YOU or YOUR consent.
This Agreement shall be binding upon YOU and the COMPANY and any of the parties' respective successors and permitted assigns.
TERMINATION BY COMPANY.
COMPANY may suspend, deactivate, block, prevent, or terminate YOUR account and YOUR right to use the Services of the site at any time, for any reason, or for no reason, at the sole discretion of the COMPANY. This termination may be effectuated without any prior notice to YOU and without any explanation. This includes blocking users or members from certain IP addresses. COMPANY further reserves the right to block or otherwise remove access to YOUR account information, user content, services, or user data from site at their sole discretion. In the event that COMPANY determines that any of the Services have been terminated or suspended for cause, including but not limited to, the breach of this Agreement, flagged conduct, flagged content, or third party complaints, YOU agree that any and all fees paid to the COMPANY by YOU will be completely nonrefundable, except as otherwise provided by law, and all outstanding and pending payments under the terms of YOUR subscription with COMPANY will be immediately due, owing, and payable at that time. YOU hereby authorize the COMPANY (through its credit card processing agent or other approved facility) to charge YOU for any and all such sums due, by charging your account using the credit card information or other payment information YOU provided the COMPANY. Any and all refunds by COMPANY will be by COMPANY'S sole discretion.
In any of the above terminating or suspending events, YOU agree to be personally liable for any and all charges incurred by YOU, during and through the end of your then-current subscription commitment, and YOU shall remain liable for such charges after any such termination or suspension for any reason. After your membership or subscription is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.
This Agreement contains the entire agreement between the YOU and COMPANY regarding the subject matter hereof. This Agreement supersedes all prior written and oral understandings, writings, and representations, express or implied. This Agreement may only be amended by the COMPANY upon notice by COMPANY. Each party confirms that it has not relied upon any representation not expressly set forth herein to enter into this Agreement. A failure by either party hereto to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time(s). This Agreement shall be governed by and construed under the laws of Florida, without regard to conflict of law principles. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. Unless otherwise explicitly stated, the provisions of this Agreement shall survive its termination.