Last Updated: July 11, 2018
IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“You” or the “Authorized User”) AND 3×3 INSIGHTS LLC (“We” or “Company”). BEFORE ACCESSING OR USING ANY PART OF THE DATABAR.3X3INSIGHTS.COM WEBSITE, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (the or this “TOS”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THIS WEBSITE AND ANY PORTALS, PROGRAMS, SERVICES, TOOLS, MATERIALS, OR INFORMATION AVAILABLE THROUGH THE SITE OR USED IN CONNECTION THEREWITH (collectively, the or this “Site”), EXCEPT TO THE EXTENT THAT YOUR ACCESS TO THE SITE’S DATABAR IS GOVERNED BY AND SUBJECT TO A SEPARATE LICENSE AGREEMENT. COMPANY IS WILLING TO LICENSE AND ALLOW THE USE OF THIS SITE ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOS. IF YOU DO NOT AGREE WITH THIS TOS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE SITE AND ARE INSTRUCTED TO EXIT THE SITE IMMEDIATELY.
TERMS AND CONDITIONS
1. LICENSE GRANT. The Site is provided by Company, and this TOS provides to you a revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Site and any programs, services, tools, materials, or information made available through or from the Site conditioned on your continued compliance with the terms and conditions of this TOS. This TOS permits you to use and access the Site for viewing, personal or business purposes only from the Internet or through an on-line network. Your use of the Site will be subject to the obligations and restrictions regarding use of the Site as set forth in this TOS.
2. RESTRICTIONS. The foregoing license is limited. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by Company through the Site in any manner not expressly permitted by this TOS. In addition, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use the Site in any manner not expressly permitted herein. Moreover, you may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Site or in any way reproduce or circumvent the navigational structure or presentation of the Site to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site; (ii) attempt to gain unauthorized access to any portion or feature of the Site, including, without limitation, the account of another Authorized User(s), or any other systems or networks connected to the Site or to any Company server or to any of the services offered on or through the Site, by hacking, password “mining,” or any other illegitimate or prohibited means; (iii) probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site; (iv) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the Site; (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Company’s systems or networks or any systems or networks connected to the Site; (vi) use any device, software, or routine to interfere with the proper working of the Site or any transaction conducted on the Site, or with any other person’s use of the Site; (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Company on or through the Site; (viii) use the Site to harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, separately distribute, resell, or otherwise permit third parties to access and use the Site (or any part thereof) without Company’s express, separate, and prior written permission; or (x) use the Site in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Company.
3. USER OBLIGATIONS. By downloading, accessing, or using the Site in order to view our information and materials or submit information of any kind, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Site, including, without limitation, when you provide information via a Site registration or submission form. If you provide any false, inaccurate, untrue, or incomplete information, Company reserves the right to terminate immediately your access to and use of the Site. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Site. Without limiting the generality of the foregoing, you agree that you shall not use nor disclose to any other party in a manner not permitted by this TOS any personally identifiable information, which you receive or which is made available from Company in connection with this TOS. This TOS is also expressly made subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the Site (or access thereto) without complying with such laws, orders, restrictions, or regulations. In addition, you also acknowledge and agree that use of the Internet and access to or transmissions or communications with the Site is and are solely at your own risk. While Company has endeavored to create a secure and reliable Site, you should understand that the confidentiality of any communication or material transmitted to/from the Site over the Internet or other form of global communication network cannot be guaranteed. Accordingly, Company is not responsible for the security of any information transmitted to or from the Site. You agree to assume all responsibility concerning activities related to your use of the Site, including, without limitation, providing any support or meeting any requirements of your contracts with third parties, obtaining and paying for all licenses and costs for third-party software and hardware necessary for implementation of the Site, and maintaining and backing up any data. Any support, training, updates, upgrades, or maintenance of or for the Site shall only be available through the sole discretion of Company or pursuant to the terms and conditions of a separate written agreement with Company.
4. DELIVERY OF INFORMATION. When using and/or to facilitate the operation of certain features of the Site, you may provide Company with additional content or information (a “Posting”). In connection with delivering and providing to Company any such Posting, you hereby and automatically grant to Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license (through multiple tiers) to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such content or information as necessary in connection with the Site and Company’s service obligations in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. With respect to any such content or information, you must also obtain at your sole expense all necessary consents, rights, permissions, and clearances (and provide Company with reasonable proof thereof (if requested)) required for Company to use such content or information in connection with Company’s services and the Site. Notwithstanding the foregoing, you acknowledge and agree that Company shall not be responsible for any failures, inoperability, delays, or problems caused by your failure to obtain the necessary rights, clearance or permission or to provide any necessary content or information for your use of the Site in a timely or accurate manner. Moreover, Company assumes no responsibility for the deletion of or failure to store any content or information.
5. OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions may apply to membership, receipt of services, participation in a particular program, conference, training, or seminar, Authorized User registration with the Site, and/or to other specific portions or features of the Site, all of which are made a part of this TOS by this reference. In particular, this TOS, in and of itself, shall not entitle you to any benefits or services from Company other than those specifically provided hereunder until and unless you and Company mutually execute a separate agreement for such benefits or services. This TOS governs and relates only to information transmitted or accessed through this Site. Nothing contained herein is intended to modify, augment, limit, or contravene any provision of any Retailer Network Agreement or Retail Data Partner Agreement entered into between you and the Company (together, the “Agreements”), which Agreements shall control in the event of any conflict with this TOS. Company’s obligations, if any, with respect to its programs, services, tools, materials, or information are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing on this TOS should be construed to alter such terms, conditions, notices, and agreements.
6. USER NAME HANDLING POLICY. Registration as an Authorized User for access to certain areas of the Site may require both a user name and a password. Only one Authorized User can use one user name and password and, thus, one account. By using the Site, you agree to consider your user name and password as confidential information and to keep your user name and password confidential. You also agree not to use another Authorized User’s user name and password. You will immediately notify Company if you become aware of any loss or theft of your password or any unauthorized use of your user name and password. Company cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Company reserves the right to delete or change (with notice) a user name or password at any time and for any reason.
8. POSTINGS. This Site may now or in the future, at Company’s discretion, contain blogs, message boards, comment areas, questionnaires, chat rooms, and other interactive features where Authorized Users can share and display certain Postings. To the extent that the Site contains such communication forums (collectively, “Forums”), you agree that by using the Site you will not post or transmit any of the following materials on the Site’s Forums:
a. anything that interferes with or disrupts the Site or the operation thereof,b.statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others,
c. unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
d. statements or material that violates other contractual or fiduciary rights, duties, or agreements,
e. statements or material that is bigoted, hateful, or racially offensive,
f. statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
g. statements or material that constitutes anti-competitive collaboration and/or antitrust violations,
h. statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
i. statements or material that harms minors,
j. statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of Company,
k. statements or material that misrepresents your affiliation with any entity and/or Company,
l. anything that violates the privacy or publicity rights of any other person, including, without limitation, displaying any personal identifying information of another individual,
m. chain letters or pyramid schemes,
n. statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials,
o. statements or material that are “off-topic” for a designated Forum, and
p. files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Site.
9. PERMISSION TO USE POSTINGS. You represent that you have all necessary rights to make each Posting available to Company and/or a Forum, as applicable, and you also acknowledge that such Postings are non-confidential for all purposes and that Company has no control over the extent to which any idea or information may be used by any party or person once it is posted or displayed. Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to appear on the Site, Company has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Posting. Moreover, Company assumes no responsibility for the deletion of or failure to store any Posting and recommends that you do not post, display, or transmit any confidential or sensitive information.
10. NO PRE-SCREENING OF POSTINGS. Company is not responsible for screening, policing, editing, or monitoring your or any other Authorized User’s Postings and encourages all of its Authorized Users to use reasonable discretion and caution in evaluating or reviewing any Posting. Moreover, and except as provided below with respect to Company’s right and ability to delete or remove a Posting (or any part thereof), Company does not endorse, oppose, or edit any opinion or information provided by you or another Authorized User and does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other Authorized User. Nevertheless, Company reserves the right to delete or take other action with respect to Postings (or parts thereof) that Company believes in good faith violate this TOS and/or are, or are potentially, unlawful or harmful to Company or its products, services, and goodwill. If you violate this TOS, Company may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety, issue you a warning, and/or terminate your use of the Site. Moreover, it is a policy of Company to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws. If you become aware of Postings that violate these rules regarding acceptable behavior or content, you may contact Company as provided below.
11. PROPRIETARY RIGHTS. This TOS provides only a limited license to access and use the Site. Accordingly, you expressly acknowledge and agree that Company transfers no ownership or intellectual property interest or title in and to the Site to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Site, unless otherwise indicated, are owned, controlled, and licensed by Company and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Company does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the Site may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. Please be aware that Company does enforce its intellectual property rights to the fullest extent of the law and, in particular and without limitation, with respect to illegal use of terms confusingly similar to any of Company’s trademarks. DataBar is copyright of 3×3 INSIGHTS LLC and/or its licensors. All rights reserved. Company also owns a copyright in the contents of the Site as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of the Site. Any downloadable or printable programs, directories, databases, information, or materials available through the Site and all copyrights, trade secrets, and know-how related thereto, unless otherwise indicated, are owned by Company. 3×3 INSIGHTS, the Company logo, and all other names, logos, and icons identifying Company and its programs, products, and services are proprietary trademarks of Company, and any use of such marks, including, without limitation, as domain names, without the express written permission of Company is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
12. FEEDBACK AND SUBMISSIONS. Company welcomes your feedback and suggestions about Company’s products or services or the Site. By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to Company, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Company and enable Company to use such feedback. In addition, any feedback received through the Site will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Company to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
13. LINKS TO OTHER SITES. Company may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by Company and are maintained by third parties over which Company exercises no control. Accordingly, Company expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party sites. Moreover, these links do not imply an endorsement with respect to any third party or any site or the products or services provided by any third party.
14. THIRD-PARTY PRODUCTS/SERVICES. Company, in its sole discretion, may post the advertisements of third parties on the Site and/or feature materials, programs, products, and services provided by third parties, including, without limitation, other Authorized Users of the Site. Company makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services which such third-party materials, products, and services may access. Your correspondence or any other dealings with third parties found on the Site are solely between you and such third party. Accordingly, Company expressly disclaims responsibility and liability for all third-party provided materials, programs, products, and services contained on or accessed through the Site, and you agree that Company shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the Site.
15. DISCLAIMER. WHILE COMPANY ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. COMPANY IS ALSO NOT RESPONSIBLE FOR ANY POSTINGS PROVIDED BY YOU THAT ARE AVAILABLE THROUGH OR FROM THE SITE. MOREOVER, COMPANY MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE SITE OR IN THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE SITE AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE SITE. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE SITE FOR ANY PURPOSE, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. COMPANY ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
16. LIMITATION OF LIABILITY. You expressly absolve and release Company from any claim of harm resulting from a cause beyond Company’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF COMPANY FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO COMPANY IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE PRIOR THREE (3) MONTHS.
17. INDEMNITY. You agree to defend, indemnify, and hold harmless Company and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of this TOS.
18. NOTICE OF SECURITY BREACH. In addition to the foregoing indemnification obligation, if you discover or are notified of a breach or potential breach of security with respect to any personally identifiable information provided or made available by Company, you shall immediately (i) notify Company of such breach or such potential breach and (ii) if the applicable data was in your possession or control, including, without limitation, in instances where such possession or control was permitted by this TOS at the time of such breach or potential breach, you shall immediately (a) investigate such breach or such potential breach, (b) inform Company of the results of such investigation, (c) assist Company using commercially reasonable efforts in maintaining the confidentiality of such information, and (d) assist Company as reasonably necessary to enforce Company’s rights and to enable Company to comply with any state or federal law requiring the provision of notice of any security breach with respect to any personally identifiable information of the affected or impacted data subjects.
19. GOVERNING LAW. This TOS has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of New York, U.S.A. as applied to agreements entered into and completely performed in the State of New York. You and Company each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in the State of New York for any disputes under or arising out of this TOS. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOS and acknowledge that either party may seek attorney’s fees in any proceeding. Any claim you might have against Company must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOS and is hereby disclaimed. Company makes no representation that the Site is appropriate or available for use in other locations outside the State of New York, and access to the Site from sates, territories, or nations where any aspect of the Site is illegal is prohibited. You access the Site on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the Site. If you choose to access or provide information to the Site from a location outside of the United States, the privacy and data security laws of the United States shall govern, and as such, the laws of your jurisdiction will not apply. By accessing the Site or providing your information, you understand and unambiguously agree to the collection, storage and processing of your submitted information in the United States.
A printed version of this TOS and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact Company if you wish to receive a printed copy of this TOS.
20. ENFORCING SECURITY ON THE SITE. Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Company reserves the right to view, monitor, and record activity on the Site without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the Site. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Site as well as to disclosures required by or under applicable law or related government agency actions. Company will also comply with all court orders involving requests for such information. In addition to the foregoing, Company reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the Site, or any portion of the Site, in order to protect the Site, Company, or Company’s business.
21. TERM AND TERMINATION. This TOS and your right to use the Site will take effect at the moment you install, access, or use the Site and is effective until terminated as set forth below. In addition, Company reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOS, to deny your access to the Site or to any portion thereof in order to protect its name and goodwill, its business, and/or other Authorized Users, and this TOS will also terminate automatically if you fail to comply with this TOS, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOS at any time by ceasing to use the Site, but all applicable provisions of this TOS will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the Site in your possession, including without limitation any data or material provided to you through the Site, whether originating from Company, from another Authorized User, or from any other person or source. In addition to the Miscellaneous section below, the provisions concerning Company’s proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this TOS for any reason.
22. MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this TOS will cause irreparable injury to Company, such injury would not be quantifiable in monetary damages, and Company would not have an adequate remedy therefor at law. You therefore agree that Company shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOS. Accordingly, you hereby waive any requirement that Company post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Company to enforce any provision of this TOS. The parties agree that this TOS is for the benefit of the parties hereto as well as Company’s licensors. Accordingly, this TOS is personal to you, and you may not assign your rights or obligations to any other person or entity without Company’s prior written consent. Failure by Company to insist on strict performance of any of the terms and conditions of this TOS will not operate as a waiver by Company of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this TOS is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and Company as result of this TOS or your utilization of the Site. Headings herein are for convenience only.