Acceptance of Terms
Please read these Terms of Use (the "Terms of Use") before accessing or using this website (the "Site"). This Site is maintained, operated and offered by Banti, Inc., and its affiliates and subsidiaries (collectively, "Company"), and is intended to allow you, the user, either as a photographer or a client of a photographer, to upload, view, organize, comment on and proof photograph albums. In particular, Company will provide access to the Site and the services and materials made available thereon to photographers and such photographers' clients. The primary purpose of the Site is to allow photographers to upload photographs taken for their clients, and to allow such clients to access these photograph albums for purposes of review, proofing, commenting, etc. By accessing or using the Site or any services offered or materials available thereon, you, the user, are agreeing to be bound by the terms and conditions set forth herein, as well as any changes made thereto that Company may publish from time to time. If you do not agree to all of the terms and conditions contained in the Terms of Use, do not access or use this Site. Company may change the Terms of Use and other guidelines and rules posted on the Site from time to time at its sole discretion. Company will use reasonable efforts to notify you of any material changes to any of these Terms of Use, but your continued access or use of the Site constitutes your acceptance of the changes. Your access and use of the Site will be subject to the most current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. Please regularly check the "Terms of Use" to view the then-current terms. If you breach any of the Terms of Use, your authorization to access or use this Site automatically terminates.
The Site
Company makes the Site and the Products, Materials and Services available for your access, download, purchase and/or use, as applicable, and solely in connection with your activities on the Site and further subject to these Terms of Use. Your rights in the Site, Products, Services and Materials are limited solely to those rights expressly granted to you herein. "Materials" means all information, data, documents (e.g. datasheets, technical information publications, product updates, customer service updates, etc.), communications, downloads, files, text, images, photographs, graphics, videos, webcasts, publications, content, tools, resources, software, code, advertising materials, promotional materials, contest materials, pricing information and programs made available or enabled via the Site by Company. "Services" means all services and resources offered, made available or enabled via the Site by Company, or third party service providers featured on the Site, including any software and software-as-a-service made available on the Site. "Products" means all products and goods offered, made available, advertised, sold or enabled via the Site by Company, or third party product providers featured on the Site. Company hereby grants to you a limited, revocable, non-exclusive license to access the Site, Materials and Services made available on the Site, along with any other content and services made available thereon, solely for (a) uploading photographs to the Site for review by your clients, (b) reviewing and commenting on the photographs that you are granted access to by your photographer, or (c) any other purpose clearly stated on the Site or in these Terms of Use, all in accordance with these Terms of use or as otherwise authorized by Company in writing.
Quality, Accuracy and Completeness
Company attempts to ensure that the Products, Materials, Services and other information featured on this Site are complete, accurate and current. Despite these efforts, the Products, Materials, Services and other information contained on this Site may occasionally be inaccurate, incomplete or out of date. Company makes no representations as to the completeness or accuracy of the Products, Materials, Services and other information, advice or recommendations made available on this Site, nor does it make any representations or warranties as to the quality or safety of any Products, Services, Materials or third party products or services offered or made available via the Site.
Consent to Email and Mobile Communications
The Site may contain Services and features that are available to certain mobile phones or devices. Your carrier's normal rates and fees apply. If Company charges you for a mobile Service, you will first be notified and asked to accept any charges. Not all mobile Services will work with all carriers or devices. You should check the rates and services offered by your carrier. By using Company's mobile Services, you agree that we may communicate with you by electronic means to your mobile device and that certain information about your use of these Services may be shared with us. If you change or deactivate your mobile phone number, you must promptly update your account information to ensure that we don't send your messages to a different person.
Products, Services and Special Offers
Offers and promotions posted on this Site, or those sent to customers by email or text message, are good only for the dates indicated. Offers, promotions, Products, Services, contests, sweepstakes offered on this Site may not be available in every store or location in which Company products are offered.
Services Specifications
All features, content, specifications and prices of Products and Services described or depicted on this Site are subject to change without notice. The inclusion of any Product or Service on this Site at a particular time does not imply or warrant that such Product or Service will be available at any time.
Intellectual Property
Except as expressly provided herein, the Products, Materials and Services, as well as their selection and arrangement, are protected by copyrights, trademarks, patents, trade secrets and other intellectual property and proprietary rights (collectively, "Intellectual Property Rights"), and any unauthorized use of the the same may violate such laws and the Terms of Use. Except as expressly provided herein, Company does not grant any express or implied right to use the Products, Materials and Services. You agree not to copy, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Site, Materials or Services, any portions of the Products, Site, Materials or Services or the selection and arrangement of the Products, Site, Materials or Services, except as expressly authorized herein. In addition, you agree not to use any data mining, robots or similar data gathering and extraction methods in connection with the Products, Site, Materials or Services, or to otherwise take any action that may infringe on the Intellectual Property Rights of Company.
The trademarks, service marks, logos, URLs and domain names (collectively, the "Marks") displayed on this Site are the property of Company, its licensors or other third parties. You are not permitted to use the Marks without the prior written consent of Company, its licensors or such third party that may own the Marks.
Registration on the Site
You may be required or permitted to register for the Site in order to access certain Services or Materials, to purchase Products, to receive promotional communications or other advertising information, or to access certain content offered on the Site. If you are required to establish an account in connection with a particular Service or Material, you must complete the designated registration process for such Service or Material. All required registration information that you provide must be current, complete and accurate and kept up to date on a prompt, timely basis. It is your sole responsibility to keep your user name, password and other sensitive information confidential. If you become aware of any unauthorized use of your account or any other breach of security, you shall notify Company immediately. As part of the rights granted to you hereunder, you may create accounts for your customers to access the Site and certain features thereof, but such customers shall be considered users of theSite and subject to these Terms of Use.
This Site is intended solely for users who are 13 years of age or older and it is a violation of these Terms of Use for anyone under the age of 13 to register for the Site. You represent and warrant that you are 13 years old or older. Your account may be deleted without warning if you misrepresent your age, whether older or younger. If you are between 13 and 18 years old, you must obtain your parent/guardian's permission to register for the Site and post content thereto.
In order to be eligible to register, you must meet the following requirements:
You must be a human to register. Accounts registered by "bots" or other automated methods are not permitted.
You must provide all of the information requested by Company in order to complete the registration process. Handling of such information will be conducted in accordance with the Company Privacy Policy. You will also be required to create a username and password.
You are responsible for maintaining the security of your account and password. Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have accessed the Site through your account).
Subscriptions/Orders of Products and Services
If you wish to purchase or subscribe to certain Products or Services made available via the Site (each such purchase, a "Transaction"), you may be asked to supply certain information relevant to your Transaction including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. Each Transaction shall be subject to Company's then-current fees, which are clearly set forth on the Site, and may be revised from time to time by Company. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. By submitting such information, you grant to Company the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf, and to otherwise handle such information in accordance with the Company Privacy Policy. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any item or service purchased from or subscribed to or made available via this Site. By subscribing to a particular Product or Service, you represent that such Product or Service ordered will be used only in a lawful manner. Company reserves the right, with or without prior notice, to do any one or more of the following: (i) discontinue any Product or Service; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar any user from making or completing any or all Transaction(s); and (iv) refuse to provide any user with any Product or Service. You agree to pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your Transactions.
Use of Site, Products, Materials and Services
You shall pay all costs and charges, including phone charges and telecommunications equipment costs, that you incur in order to download, access or use the Site, Products, Services and Materials. You must adhere to all limitations on dissemination, usage and reproduction of any Materials that you download from the Site that are subject to such limitations. You agree to use the Site only to access, purchase, download, utilize or receive Products, Materials or the Services in an appropriate manner as related to the particular Products, Materials or Services being accessed or used by you. As some examples of improper activities when accessing or using the Site, Materials or Services, or ordering Products or Services, you agree that you shall not (except as otherwise expressly permitted herein):
Collect, harvest, mine or engage in any other activity to obtain e-mail addresses, phone numbers, personal information or any other information about others;
Promote any unlawful activity or purpose, including without limitation, any activity that could give rise to criminal or civil liability;
Solicit any business from third party users of the Site;
Provide any false personal information, or create an account for anyone other than yourself;
Share your password, let anyone else access your profile, or do anything else that might jeopardize the security of your profile;
Use or attempt to gain access to or use another's account, password or computer systems, whether through hacking, password mining or any other means;
(a) Select or use as a user name or any name of another person with the intent of impersonating that person, (b) use as a user name any name subject to any rights of a person other than you without appropriate authorization, or (c) use as a user name any name that is offensive, vulgar or obscene;
Remove or falsely add to any Materials any copyright, trademark or other legal or proprietary rights notices, author attributions or other information such as origin or source of the Material;
Access or attempt to access any Materials that you are not authorized to access or Materials through any means not intentionally made available through the Site or Services;
Use the Site, Products, Services or any Materials in any manner that infringes any Intellectual Property Rights or other rights of any party;
Disrupt or interfere with the security of, or otherwise cause harm to, the Site or any Products, Services, Materials or systems resources;
Transmit unsolicited or bulk communications to any Company affiliated e-mail address or otherwise transmit or send spam emails or unsolicited emails to users of the Site;
Contribute any name, material, opinion or information that is child pornography, defamatory, excessively violent, harassing, inappropriate, indecent, lascivious, lewd, obscene, profane, racist, unlawful or otherwise objectionable;
Disrupt, interfere with or inhibit any other user from using and enjoying the Site or other affiliated or linked sites, Materials or Services;
Access or use the Site in any manner that could damage, disable, overburden or impair any Company server or the network(s) connected to any Company server;
Violate any applicable laws or regulations related to the access to or use of the Site, Services or any Materials or engage in any activity prohibited by the Terms of Use;
Prepare, compile, use, download or otherwise copy any user directory or other user or usage information or any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such directory or information to any third party;
Violate the rights of Company or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another; and
Use any Company domain name as a pseudonymous return e-mail address.
Company, in its sole discretion, may (but has no obligation to) monitor or review the Site, Materials and Services at any time. Company may at any time without notice and in its sole discretion: (a) terminate a Service or your access to any Products or Materials or an area of the Site; and (b) disclose any information related to your use of or access to a Service, Product or Material, as Company deems necessary to comply with applicable law, regulation, legal process or governmental request. You agree to use extra care when disclosing any personally identifiable information about yourself or your company on the Site.
Contributions to the Site
Portions or features of the Site may allow you to contribute or otherwise provide content or other information to the Site. In particular, you acknowledge that you will be contributing photographs to the Site that you or a third party have taken. For such photographs, along with all other information, data, commentary, communications, downloads, files, text, images, graphics, videos, links, publications, content, tools, resources, programs and products that you post or submit to, or otherwise make available on, the Site ("User Submissions"), you grant Company and the users of the Site an unrestricted, irrevocable, non-exclusive, worldwide, royalty-free and fully paid up license under all Intellectual Property Rights to use, reproduce, publicly display, publicly perform, copy, edit, modify, translate, reformat, transmit and distribute such User Submissions, with or without having your name attached thereto, in any manner or form and for any lawful purpose, with full rights to sublicense such rights through multiple tiers of distribution. You acknowledge and agree that Company shall not be liable for any damages arising out of or related to your User Submissions. You represent and warrant that you own all right, title and interest in and to your User Submission that you post, or that you own or control, or have received the necessary licenses or other rights to, contribute such User Submissions to the Site. You agree not to disclose any Personal Information (as defined in Company's Privacy Policy) as part of a User Contribution. In particular, you represent and warrant that you are the copyright owner of any photographs you make available via the Site, or that you have all appropriate authority and permissions from the copyright holder of such photographs to permit their dissemination on the Site and to otherwise grant the rights addressed herein.
You are solely and entirely responsible for all of your User Submissions. You shall assume all risks associated with any reliance on the accuracy, completeness or usefulness of your User Submissions from or by others. Company does not guarantee the accuracy, integrity or quality of the material you contribute or the material anyone else contributes as part of a User Submission. You acknowledge and agree that by accessing or using the Site, you may be exposed to material from others that you find objectionable. You acknowledge and agree that Company shall not be liable for any actions or inactions resulting from or related to any User Submission made on the Site.
Copyright Infringement Complaints
We respect the intellectual property rights of others and we prohibit users from posting on the Site any content that violates another party's intellectual property rights. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides a complaint procedure for copyright owners who believe that website material infringes their rights under U.S. copyright law. If you believe that your work has been improperly copied and posted on the website, please provide us with the following information: (1) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on his/ her behalf; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where on the Site the material that you claim is infringing is located; (4) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. These requirements must be followed to give Company legally sufficient notice of infringement. Send copyright infringement complaints to:
Banti, Inc.
5909 Woodstock Ave.
Lincoln, NE 68512
We suggest that you consult your legal advisor before filing a DMCA notice with Company's copyright agent. There can be penalties for false claims under the DMCA.
Use of Materials
Except as indicated to the contrary elsewhere on this Site, you may view, download, and print the Materials available on this Site, subject to the following conditions:
You will not quote or display Materials, or any portions thereof, out of context.
Company reserves the right to revoke the authorization to view, download and print the Materials available via this Site at any time, and any such use shall be discontinued immediately upon notice from Company.
Use of Materials for any other purpose is expressly prohibited and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
You will not use the Material in any way that infringes the owner's or any other third party's rights in and to such Materials.
The rights specified above to view, download and print Materials available on this Site are not applicable to the design, layout or look and feel of this Site. Such elements are protected by law, including trade dress, trademark, copyright, unfair competition and other laws, and may not be copied or imitated in whole or in part. No Mark, graphic, sound, video or image from the Site may be copied or retransmitted unless expressly permitted by Company. In addition, various sections of the Site may showcase the work of creative professionals. Such Materials belong to their creators, may be protected by Intellectual Property Rights and are for display purposes only. Accordingly, you may not download or print these works unless there is a notice associated with the work expressly permitting such uses.
Further, Company acknowledges that some Materials may consist of User Submissions, and Company does not intend to, nor should these Terms of use be interpreted to, limit your rights in and to your own User Submissions, except with respect to those limited rights granted to Company as discussed above in the "Contributions to the Site" section.
Restriction and Termination of Use
Company may block, restrict, disable, suspend or terminate your access to all or part of the Site, Products, Services and Materials at any time in Company's sole discretion, without prior notice or liability to you.
Links to Third Party Sites
The Site, Services or Materials may include links that will take you to other sites outside of the Site ("Linked Sites"). The Linked Sites are provided by Company to you as a convenience and the inclusion of the links do not imply any endorsement by Company of any Linked Site. Company has no control of the Linked Sites and you therefore acknowledge and agree that Company is not responsible for the contents of any Linked Site, any link contained in a Linked Site or any changes or updates to a Linked Site. You further acknowledge and agree that Company is not responsible for any form of transmission (e.g. webcasting) received from any Linked Site.
Warranties and Disclaimers
THE SITE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED BY COMPANY "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, PERFORMANCE, SECURITY, INTEGRATION, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT (i) THE SITE, PRODUCTS, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS; (ii) THE SITE, PRODUCTS, SERVICES OR MATERIALS WILL BE ACCURATE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, PRODUCTS, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF THE SITE, OR ANY PRODUCTS, MATERIALS OR SERVICES PURCHASED OR ACCESSIBLE BY YOU WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS OR DEFECTS IN THE SITE, PRODUCTS, SERVICES OR MATERIALS WILL BE CORRECTED.
THIS SITE, PRODUCTS, MATERIALS AND SERVICES MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. COMPANY MAY MAKE CHANGES TO THE SITE, PRODUCTS, MATERIALS AND SERVICES, AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE. THE SITE, PRODUCTS, MATERIALS AND SERVICES MAY BE OUT OF DATE, AND COMPANY MAKES NO COMMITMENT TO UPDATE THE SITE, MATERIALS, PRODUCTS AND SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT: (i) COMPANY DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY PRODUCTS, MATERIALS OR SERVICES OFFERED BY THIRD PARTIES; (ii) COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ANY SUCH THIRD PARTIES, THEIR PRODUCTS, MATERIALS OR SERVICES; (iii) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (iv) COMPANY SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY PRODUCT, MATERIALS OR SERVICES OFFERED BY THIRD PARTIES.
COMPANY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY DAMAGES, PERSONAL INJURY OR OTHER HARM THAT MAY BE CAUSED BY YOUR RELIANCE ON ANY ADVICE, SUGGESTIONS, RECOMMENDATIONS OR OTHER INFORMATION PROVIDED ON THE SITE.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.
Personal Information and Privacy
Company will use and protect your data, such as your name, address and credit card information, in accordance with the Company Website Privacy Policy, the contents of which are incorporated by reference into the Terms of Use.
Limitation of Liability
IN NO EVENT SHALL COMPANY, ITS DIVISIONS, SUBSIDIARIES AND AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS AND AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, OR ANY DAMAGES OR LOSSES WHATSOEVER, WHETHER OR NOT FORESEEABLE OR IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH: (i) THE ACCESS, CONSUMPTION OR USE OF OR THE INABILITY TO ACCESS OR USE ANY PART OF THE SITE, PRODUCTS, SERVICES, OR MATERIALS; (ii) ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES; (iii) ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; (iv) ANY PRODUCTS OR SERVICES AVAILABLE THAT ARE DELAYED OR INTERRUPTED; (v) ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE; (vi) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE ANY LINKED SITE; OR (vii) YOUR RELIANCE UPON ANY MATERIAL, PRODUCT, SERVICE OR ANY CONTENT OR OTHER INFORMATION AVAILABLE ON THE SITE.
Advertisements and Promotions
Company may run advertisements and promotions from third parties via the Site related to certain Products, Services or Materials, in any manner or mode and to any extent. Your communications, activities, relationships and business dealings with any third parties advertising or promoting via the Site, Services or Materials, including payment and delivery of Products and related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, shall be solely matters between you and such third parties. You acknowledge and agree that Company is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such non-Company advertisers on the Site or in connection with the Products, Services or Materials.
Indemnity and Liability
You agree to indemnify and hold Company, its divisions and affiliates, and their respective officers, directors, partners, employees, shareholders, members, managers, owners and agents harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (i) your access to, reliance on, use, purchase or, as applicable, consumption of the Site, Products, Services or Materials (including any use by your employees, contractors, customers, clients or agents and all uses of your account numbers, user names and passwords, whether or not actually or expressly authorized by you, in connection with the Site or any Products, Services or Materials); (ii) your connection to the Site, Products, Services or Materials; (iii) your violation of the Terms of Use or your breach of any representation or warranty made herein; (iv) your infringement of any third party's Intellectual Property Rights when using the Site, Products, Services or in any Materials; (v) your violation of any rights of any third party; (vi) your access to or use of Linked Sites and your connections thereto; (vii) any dealings between you and any third parties advertising or promoting via the Site, Products, Services or Materials; or (viii) Company's use of your User Submissions.
Governing Law and Jurisdiction
This Site (excluding Linked Sites) is controlled by Company from its offices within the State of Nebraska, United States of America. By accessing this Site, you agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the State of Nebraska without regard to the conflicts of laws principles thereof. You also agree and hereby submit to the exclusive personal jurisdiction and venue of an appropriate state or federal court in Lancaster County, Nebraska, with respect to such matters.
General
The Terms of Use and other rules, guidelines and disclaimers posted via the Site, or in connection with the Products, Materials and Services constitute the entire agreement between Company and you with respect to your access to or use of the Site, Products, Materials and Services, superseding any prior agreements between you and Company on such subject matter (including any prior versions of the Terms of Use). You may also be subject to additional terms and conditions that may apply when you use other Company products, services, third party content or third party software. You may not assign or otherwise transfer the Terms of Use nor any right granted hereunder without Company's prior written consent. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by Company to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision. The section titles used in the Terms of Use are purely for convenience and carry with them no legal or contractual effect.