IMPORTANT! PLEASE CAREFULLY READ THE USER AGREEMENT ("UA") BEFORE USING THE WEB SITES, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.Drag The Bar LLC("Company" or "we," "our," or "us") owns or controls, and provides access to, several interactive web sites (however accessed and/or used, whether via personal computers, mobile devices or otherwise) or other interactive features that are accessible or downloadable through the web sites owned or controlled by Company and that link to these UA (collectively, "Web Sites"). THESE UA GOVERN YOUR USE OF THE WEB SITES. These UA only apply to the Web Sites, and not to any other web site or any offline activities by Company (unless specifically stated). You agree to these UA by accessing or using the Web Sites, registering for services offered on the Web Sites, or by accepting, uploading, submitting or downloading any information or content from or to the Web Sites. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE UA, DO NOT USE THE WEB SITES.
1. Acceptance of Terms
Your use of the Web Sites is subject to these UA, which may be updated by us from time to time without notice to you. It is important for you to refer to these UA from time to time to make sure that you are aware of any additions, revisions, or modifications that we may have made to these UA. Your use of the Web Sites constitutes your acceptance of these UA.
2. Description of Web Site Services
The Web Sites currently provide users with access to a rich collection of online resources, including various communications tools, online forums, shopping services, personalized content and branded programming. The Company provides educational and informational services only for the purposes of entertainment and learning. Unless explicitly stated otherwise, any new features that augment or enhance the Web Sites, including the release of new or specialized Company web-based services, are subject to these UA. In some instances, these UA and a separate end user license or similar agreement will apply to a service or product offered by Company and/or the Web Sites. We may add, change, remove, suspend or discontinue any aspect of the Web Sites at any time without notice. We may also impose limits on certain features and services or restrict access to parts of or all of the Web Sites without notice or liability. In order to use the Web Sites, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, (e.g., personal computer, modem, cell phone, other access device, etc.)
3. Intellectual Property Ownership; License
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4. Payment Rules and Free Memberships
Upon subscribing to our Services, you must provide relevant information related to your payment method for the purposes of payment authorization. This may include, but is not limited to, your name, billing address, e-mail address, credit card number, debit card number, and phone number. By subscribing and accepting the benefits of membership, you agree to continued membership and authorize the Company or our agent to continue to charge your specified payment method the periodic membership fee until we receive a cancellation request. Monthly fees will be automatically processed on the same day each month that the original membership was requested. If original signup date was on the 31st of a month, then future payments will be processed on the 30th for any month that has only 30 days.
Access to the Company’s Services will be suspended upon the expiration or cancellation of a Payment Method or a failure to process that method. Membership Services will be reinstated as soon as possible upon reactivation or if payment is made with another Payment Method. In the cases of, but not limited to, membership fees, overdrafts, insufficient funds, or costs of exceeding the credit limit, Drag The Bar is not in any way responsible for any charges or fees to your Payment Method levied by the issuer or financial institution. Fees paid to the Company for Services are paid in full in advance and are not refundable in whole or in part.
When a six month or twelve month plan is purchased, the membership will revert to a monthly payment plan after the initial 6 months or twelve months (whichever is applicable) has ended unless otherwise specified by the member. Members will not receive hard copies of receipts or charge slips. All payments must be made in accordance with the terms and conditions of the Payment Method issuer agreement. Use of a credit or debit card authorizes the Company to do a pending charge solely for the purposes of verifying billing and validity of the credit or debit card. These pending charges will not be converted to real charges.
Drag The Bar maintains the right, at our sole discretion, to issue free memberships. These memberships are governed by the same terms and agreements as paid memberships, and the user is subject to the same conditions and conduct principles. The Company reserves the right to terminate free memberships or paid memberships at our discretion without notice or consent of the member. In such cases, no one is entitled to compensation, extension of membership, or is guaranteed an opportunity for future membership.
5. Links To Other Web Sites
6. Our Linking Policy
Any web site that links to the Web Sites: (a) must not frame or create a browser or border environment around any of the Content of the Web Sites; (b) may link to, but not replicate, the Content; (c) must not imply that Company or the Web Sites are endorsing or sponsoring it or its products, unless Company has given its prior written consent; (d) must not present false information about Company or its products or services; (e) must not use any Company trademarks without the prior written permission from Company; and (f) must not contain content that could be construed as distasteful, offensive or controversial. By linking to any of the Web Sites, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these UA, we reserve the right to deny permission to link to the Web Sites for any reason in our sole and absolute discretion.
7. Acceptable Use
You will not use the Web Sites to:
- Upload, post, e-mail, transmit, display, distribute, promote, or otherwise make available: (i) any material that is false, unlawful, threatening, tortious, disparaging (including disparaging of Company, its parent, subsidiaries or affiliates), anything that adversely affects Drag The Bar LLC business such as discouraging any person or entity from advertising with, linking to or supplying Drag The Bar LLC, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, racist, sexually explicit, ethnically or culturally offensive, indecent, or that promotes violence, racial hatred, terrorism, or illegal acts, or is otherwise objectionable in Company's sole discretion; (ii) information, software, or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright (including, without limitation, offering pirated computer programs or links to such programs, information used to circumvent manufacturer-installed copy-protect devices, including serial registration numbers for software programs, or any type of cracker utilities), trademark, patent, trade secret, rights of privacy or publicity or any other proprietary right; (iii) material of any kind that contains a virus, Trojan horse, time bombs, worms, spyware, bots, any automated use of the system, such as scripts, or other harmful component or restricts or inhibits any other user's uninhibited use and enjoyment of the Web Sites, interferes with or disrupts the Web Sites or servers or networks connected to the Web Sites, or disobeys any requirements, procedures, policies or regulations of networks connected to the Web Sites; (iv) information or material of any kind that constitutes or contains false or misleading indications of origin or statements of fact, including, without limitation, by forging any TCP/IP packet header, any part of the header information in any transmission to the Web Sites, or otherwise manipulating identifiers in order to disguise the origin of any content transmitted to the Web Sites; or (v) any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," requests for money, petitions for signature, or any other form of solicitation; Encourage, promote, solicit or commit conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law or otherwise make available any material that exploits or harms any individual, corporation or other entity.
- Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
- Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Web Sites are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.
- Stalk, abuse, sexually exploit, violently exploit, act violently toward or otherwise harass another user.
- Use or attempt to use another's information, account, password, service or system except as expressly permitted.
- Solicit or collect personal data including telephone numbers, addresses, last names, or email addresses, about other users.
You represent, warrant and agree that you will comply with the above acceptable use policy.
8. User Accounts, Additional Terms, and End User License Agreements
The Web Sites may contain or offer sweepstakes, contests or other promotions, which may be governed by a separate set of rules that describe the sweepstakes, contest or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor's requirements of you in connection with the applicable sweepstakes, contest or promotion. Drag The Bar LLC reserves the right to cancel any promotion at any time for any reason at the discretion of the Company.
Any software that we make available for download or use from the Web Sites and/or our servers (the "Software") is the copyrighted work of Company or its licensors or suppliers. Your use of the Software may be governed by the terms of an end user license agreement that accompanies or is included with the Software (the "License Agreement"). Please carefully read the License Agreement and Paragraph 7 above to determine the full extent of conditions governing the use of such Software. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT APPLICABLE TO SUCH SOFTWARE.
11. Copyrights and Copyright Agents
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company's copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Company's copyright agent for notice of claims of copyright infringement on or regarding the Web Sites can be reached as follows:
We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers.
12. Third Party Content and Information
The Web Sites contain Content that is provided for your convenience and enjoyment. Third parties provide some of the Content. You should be aware that the Content might contain errors, omissions, inaccuracies, outdated information, and inadequacies and that the Content may be subject to terms and conditions, which may be found on the Web Sites or in the documents and policies of third parties. We make no representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any Content and will not be liable for any lack of the foregoing. . Third party advertisers may offer goods, services and other materials to you on the Web Sites. Your correspondence and business dealings with others found on or through the Web Sites including, without limitation, the payment and delivery of products and services, and any terms, conditions, warranties and representations associated with such dealings, are solely between you and the advertiser. You agree that Company will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or the offering of such products, services, and other Content on the Web Sites. Under certain circumstances, we may permit third party users to upload content, in which event you may be exposed to offensive, indecent or objectionable content. Descriptions of, or references to, products, services or publications within the Web Sites do not imply endorsement of that product, service or publication.
13. Information You Submit
From time to time, the Web Sites may contain functionality through which you can upload or otherwise submit information, data, software, messages, photographs, audio, video, text and other materials to the Web Sites ("Your Upload Information"). For example, the Web Sites may offer forums, bulletin boards, wiki, chat rooms or other interactive areas ("User Forums"). Company, its parent, subsidiaries or affiliates or the directors, officers, employees, or other representatives of each of them do not endorse the content posted in User Forums. Company reserves the right, but is not obligated, to delete, move or edit Your Upload Information, in whole or in part, submitted by you to a User Forum for any reason in their sole discretion. Company reserves the right to suspend or terminate your access to the Web Sites and pursue all legal remedies if we believe your Upload Information infringes another's copyright or otherwise violates any law, rule or regulation. You acknowledge and agree that you are prohibited from accepting payment for Your Upload Information, including, without limitation, accepting payment for the inclusion of a logo, brand or other commercial content, in Your Upload Information.
All of Your Upload Information is your sole responsibility. This means that you, and not Company, are entirely responsible for all of Your Upload Information that you upload, post, e-mail, transmit or otherwise make available via the Web Sites. If you post personal information in User Forums or on other publicly available areas of the Web Sites then you may receive unsolicited messages from third parties. Company cannot ensure the security of any information you post on publicly available areas of the Web Sites. Under no circumstances will we be liable in any way for any of Your Upload Information including, but not limited to, any errors or omissions in Your Upload Information, or for any loss or damage of any kind incurred as a result of Your Upload Information. You represent that Your Upload Information is an original work by you or you have all necessary rights in it and to submit it to Company under the terms of these UA; that it is not defamatory; and that it does not infringe upon, misappropriate or violate the rights of any third parties, including, without limitation, any intellectual property rights, rights of publicity or privacy or any other proprietary rights or otherwise violate any law, rule, or regulation. You further agree that you are solely liable for any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys' fees, connected to or arising from your breach of any representation or warranty, or other violation of the terms of the UA or any User Agreement.
You acknowledge that the Web Site, through Company, its parent, subsidiaries, affiliates, and partners undertakes no obligation to pre-screen Your Upload Information, but that it has the right, in its sole discretion to modify, transmit over various networks, refuse, move, block access to or remove any of Your Upload Information. You agree that you must evaluate, and bear all risks associated with, the use of any of Your Upload Information including, but not limited to, any reliance on the accuracy, completeness, or usefulness of Your Upload Information. Since Company, its parent, subsidiaries, affiliates, and partners may not pre-screen user generated content, you may bear legal responsibility for others' exposure to any offensive indecent or objectionable content in Your Upload Information.
14. Disclaimer of Warranties
HE WEB SITES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE WEB SITES, ARE PROVIDED "AS IS," "AS AVAILABLE, " AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) ABOUT: (A) THE WEB SITES; (B) THE CONTENT AND SOFTWARE ON AND PROVIDED THROUGH THE WEB SITES; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR ACCESSED THROUGH THE WEB SITES; (D) THE MESSAGES AND INFORMATION SENT FROM THE WEB SITES BY USERS; (E) ANY PRODUCTS OR SERVICES OFFERED VIA THE WEB SITES OR HYPERTEXT LINKS TO THIRD PARTIES; AND/OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEB SITES OR ANY LINKED SITE. COMPANY DOES NOT WARRANT THAT THE WEB SITES, ANY OF THE WEB SITES' FUNCTIONS OR ANY CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE WEB SITES OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
COMPANY DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE WEB SITES IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, COMPANY SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE WEB SITES, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE WEB SITES OR THE CONTENT. FURTHER, COMPANY AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.
USE OF THE COMPANY’S SERVICES AND ALL WEB SITE INFORMATION IS SOLELY THE RESPONSIBILITY OF THE USER, REGISTRANT, OR VISITOR, AND IS IMPLEMENTED AT THEIR OWN RISK. THE COMPANY IS NOT RESPONSIBLE FOR ANY GAMBLING LOSSES INCURRED BY ANY OF THE ABOVE, OR ANY OTHER VISITOR OR USER OF THE WEB SITES. WE RECOMMEND PROFESSIONAL ASSISTANCE IF YOU FEEL YOU MAY HAVE A GAMBLING PROBLEM. THE COMPANY DOES NOT PROVIDE ANY SUCH SERVICE OR ASSISTANCE AND NO INDIVIDUAL IS AUTHORIZED TO MAKE ANY STATEMENTS TO THE CONTRARY.
COMPANY, ITS PARENT, SUBSIDIARIES OR AFFILIATES OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM SHALL NOT BE LIABLE FOR THE USE OF THE WEB SITES INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THIS AGREEMENT.
15. Disclaimers/Limitation of Liability
YOU UNDERSTAND AND AGREE THAT COMPANY LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF THE WEB SITES AS SET FORTH BELOW:
UNDER NO CIRCUMSTANCES SHALL COMPANY, ITS PARENT, SUBSIDIARIES, OR AFFILIATES OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM (COLLECTIVELY, THE "COMPANY ENTITIES AND INDIVIDUALS") BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (1) THE WEB SITES, THE CONTENT, OR YOUR UPLOAD INFORMATION; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE WEB SITES; (3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY COMPANY OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE WEB SITES OR CONTENT;(4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; (5) ANY ERRORS OR OMISSIONS IN THE WEB SITES' TECHNICAL OPERATION, EVEN IF FORESEEABLE OR EVEN IF THE COMPANY ENTITIES AND INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE WEB SITES). IN NO EVENT WILL THE COMPANY ENTITIES AND INDIVIDUALS BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE COMPANY ENTITIES AND INDIVIDUALS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
THE COMPANY ENTITIES AND INDIVIDUALS ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER'S COMPUTER, MODEM, CELL PHONE, HARDWARE, SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION.
YOUR ACCESS TO AND USE OF THIS WEB SITE IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE WEB SITE OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEB SITE OR THE CONTENT.
YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF COMPANY'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE OR OTHER AUDIO/VISUAL CONTENT OWNED OR CONTROLLED BY COMPANY AND/OR ITS PARENTS, SUBSIDIARIES, AND/OR AFFILIATES OR YOUR UPLOAD INFORMATION, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY COMPANY WEB SITE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE OR OTHER AUDIO/VISUAL CONTENT OR YOUR UPLOAD INFORMATION OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.
BY ACCESSING ANY OF THE WEB SITES, I UNDERSTAND THAT I MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
You agree to defend, indemnify and hold harmless the Company Entities And Individuals with respect to any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys' fees arising out of or in connection with this UA, including, without limitation: (a) your use of the Web Sites; (b) your violation of these UA or any law, rule or regulation; (c) your use of the Content; or (d) any of Your Upload Information. You will cooperate as fully and reasonably as required by Company in the defense of any claim. Notwithstanding the foregoing, Company retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against Company herein under the terms and provisions of this Section 15 and in no event shall you settle any such claim without Company's prior written approval.
17. Governing Law
THESE UA AND THE INTERPRETATION OF THESE UA SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MONTANA, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
18. Jurisdiction and Venue
vYou waive all rights to trial by jury in any action or proceeding instituted in connection with these UA and/or the Web Sites. Any controversy or claim arising out of or relating to these UA and/or the Web Sites shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of Montana, in the City of Butte, County of Silver Bow, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Any matters or proceedings that are not subject to arbitration as set forth in this Section 17 of these UA and/or for entering any judgment on an arbitration award, shall take place in the State of Montana, in the City of Butte, County of Silver Bow. You waive the defense of forum non conveniens.
You are solely responsible for compliance with applicable laws, rules, and regulations in connection with your use of the Web Sites and the Content, including, without limitation, those governing your transmission or use of any software or data. These UA and any applicable end user license or similar agreements contain the sole and entire agreement between the parties with respect to the Web Sites, the Content and Your Upload Information and supersedes any and all other prior written or oral agreements between them. The section titles in these UA are for your convenience only and do not have any legal or contractual effect. You agree that these UA will not be construed against Company by virtue of having drafted these UA. If any provision of these UA shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of these UA. No waiver on the part of Company of any of these UA will be of any force or effect unless made in writing and signed by a duly authorized officer of Company.
You understand and agree that Company will determine your compliance with these UA in its sole discretion. Company reserves the right to deny access to all or part of the Web Sites and to deny access to any person in its sole discretion without notice or liability of any kind. Any violation of these UA may be referred to law enforcement authorities. Upon termination of your user account or access to the Web Site, or upon demand by Company, you must destroy all materials obtained from this Web Site and all related documentation.