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Software Alchemy

The Art and Science of Software Development

Terms and Conditions

TERMS AND CONDITIONS

PLEASE READ OUR TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR WEBSITE OR SERVICES.

This is a legally binding agreement (Agreement) between the owners of JacobsData.com (the Publisher we, or us) and you, with regard to the JacobsData.com website (the Site), and the Content and Subscriptions we offer to you through the Site (collectively, the Services). You agree to this Agreement, either on your own behalf, or on behalf of a legal entity (e.g., your employer or otherwise) (entity), in which case you represent and warrant that you are authorized by the entity to do so, have the authority to legally bind the entity, are at least 18 years of age, and agree that the terms you and your shall refer to you, individually, and the entity.

If you are not so authorized or if you cannot accept this Agreement, your use of this Site is prohibited.

This Site is not intended for use by persons under the age of 13. If you are under the age of 13, you may not use the Site or provide the Publisher with any personal information. If you are 13 or older but not of legal age to enter into a contract (usually 18 in the U.S.), you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand this Agreement and approve of your use of the Site. In that case, your parent or guardian will be the responsible party opposite the Publisher under this Agreement.

The Publisher provides this Site and its Services to you subject to all terms and conditions set forth in this Agreement, including this paragraph, the paragraphs set forth above, and the following:

  1. Acceptance of Agreement.

    1.1 By using the Site and/or the Services, you agree to be bound by this Agreement. If you do not agree to this Agreement, please do not access or otherwise use the Site or our Services or any information contained herein. Your acceptance of this Agreement also means that you accept our Privacy Policy. The date on which you first accept this Agreement is the Effective Date.

    1.2 We reserve the right to change this Agreement from time to time with or without notice to you. Your continued use of this Site and/or our Services after such modifications will constitute your acknowledgement and acceptance of the modified Agreement.

  2. Content Accuracy. The Content provided on the Site, including Content posted by users, is for general information, discussion and entertainment purposes only. We cannot guarantee either its accuracy or the safety of any external links it might contain. We make no representations or guarantees about any aspect of the Content on the Site and do not endorse any opinions expressed by any users. JacobsData.com, as well as its owners, affiliates, and contributing authors can therefore not be held responsible for any problems or damage that occurs as a result of making use of material contained on our Site. ALL CONTENT IS POSTED AS IS AND YOUR USE OR RELIANCE ON ANY CONTENT IS AT YOUR OWN RISK. WE HAVE NO LIABILITY TO YOU FOR THE CONSEQUENCES OF USING OR RELYING ON ANY CONTENT.

  3. User Content; License Rights.

    3.1 Ownership of User Content. As between you and the Publisher, you are the owner of your User Content, subject to the rights and consents granted and provided the Publisher in Section 3.2 below.

    3.2 License to the Publisher.

    3.2.1 Subject to our Privacy Policy with regard to your Personal Information, as described therein, any material (e.g., information, communications, software, published works, photos, videos, graphics, music, sounds, or other material or data, regardless of form) that you post, upload or transmit to this Site or to us, whether by email or other means, for any reason, will be treated as non-confidential and non-proprietary user content (User Content), to which you hereby grant to the Publisher (including to its respective Affiliates, successors and assigns) a worldwide, royalty-free, perpetual, irrevocable, sub-licensable and assignable), non-exclusive right and license to use, host, store, reproduce, communicate, transmit, publish, publicly display, publicly perform, modify, create derivative works of, distribute, your User Content, and to incorporate your User Content in other works, in whole or in part, including the Content comprising the Site, in any manner and any media now known or developed in the future, and to use your User Content to make available, improve, promote and protect the Content, Services and the Site, including to develop aggregate ratings, personalize site views, market products or services or identify or feature popular users, or otherwise as deemed necessary or desirable by the Publisher in the operation of its business and/or use of the Services, without attribution or compensation to you. The foregoing may include the Publisher featuring your User Content or screen capture images from your User Content on JacobsData.com’s promotional pages on its Site, on the Publisher’s social media sites, and otherwise. You hereby waive any claims against the Publisher relating to any moral rights, artists’ rights or any other similar rights throughout the world that you may have in or to your User Content, any right of inspection or approval of any such use of your User Content, and any claim to attribution or remuneration for your User Content and/or the rights granted herein. Notwithstanding anything to the contrary in this paragraph or elsewhere in this Agreement, and for the avoidance of doubt, all rights granted to the Publisher in this Agreement shall be worldwide, royalty-free, perpetual, irrevocable, sub-licensable and assignable, and shall survive any termination or expiration of this Agreement. The foregoing rights shall include the right to create, compile, license, sell and otherwise use or dispose of, in any manner, aggregated and anonymized statistical data regarding your use of the Services and information that may be gleaned from such aggregated and anonymized statistical data, provided that you are not identifiable by name in any such data. The Publisher shall own all rights, title, and interest in and to such aggregated and anonymized statistical data.

    3.2.2 The rights granted to the Publisher pursuant to the immediately preceding paragraph, above, include to the same extent and with the same scope as set forth above, the exclusive right to take legal action against an infringer or violator of the intellectual property rights in your User Content licensed to the Publisher where such infringement or violation involved our Site or Services, including for purposes of illustration and without limitation, where User Content you posted on the Site was copied or distributed without the Publisher’s authorization, which include the exclusive right to sue and recover damages for such infringements and violations, and the exclusive right to exercise any other applicable remedies that now or hereafter may arise or be secured under the laws of all jurisdictions.

    3.3 Representations and Warranties Regarding User Content. We respect the intellectual property rights of others, and we require you to do the same. As such, you hereby represent and warrant to us as follows: (a) you have the full right and authority to enter into this Agreement and your User Content and use of the Site will comply with all applicable laws and regulations; and (b) you own or otherwise have sufficient rights to your User Content, and have obtained all approvals and permissions required, for uploading, distributing, posting or otherwise transmitting to, through or from the Site, or creating using the Site, your User Content, and as otherwise may be required by law in order to comply with this representation and warranty, and for granting to the Publisher the rights to your User Content contained in this Agreement. You further represent and warrant that none of the foregoing acts or any other act or omission by you involving your User Content or the Site will violate our Use Policy set forth in Section 4 or violate, misappropriate or infringe on the rights of any third party, including privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights, and that you will pay for all royalties, fees, damages, expenses and any other monies owed as a result of a claim resulting from any of the foregoing acts or omissions associated with your User Content and your use of the Site.

  4. Site Conduct and User Posting Policy.

    4.1 Your use of the Site and our Services is subject to all applicable laws and regulations, and you are solely responsible for any comments, posts, information or other materials you transmit to or post on the Site (User Content). Posts in any of our Blog articles as well as messages sent directly to other users (direct messages) are not for commercial or promotional purposes. All messages, including direct messages, are archived, and may be reviewed to ensure adherence to our Site Conduct and User Posting Policy (Use Policy) and this Agreement. Any violation or breach of this Use Policy or this Agreement will constitute a material breach of this Agreement affording the Publisher the right to terminate this Agreement account and access to the Site immediately without any advance notice.

    4.2 By posting information on the Site, you agree that you will not post comments, links, or other information in public and direct messages that are promotional or in any way insulting or incendiary. You agree to demonstrate appropriate respect for other users and the Publisher.

    4.3 The following is an incomplete list of illegal and prohibited uses of our Site and constitute violations of our Use Policy. The Publisher may investigate any illegal and/or unauthorized use of the Site and appropriate legal action may be taken, including without limitation, seeking civil, criminal and/or injunctive redress. The Publisher may report any suspected illegal activity to law enforcement authorities. You agree, in connection with your use of the Site, not to:
    • Post any content that you either know or should know is false, deceptive or misleading, or misrepresent or deceive others as to the source, accuracy, integrity, timeliness or completeness of any comment you post;
    • Express or imply that any statements you make are endorsed by us, without our prior written consent;
    • Post any content that is unlawful, harmful or injurious to others, threatening, abusive, offensive, harassing, derisive, defamatory, libelous, vulgar, obscene, is hateful, racially, religiously or ethnically offensive, or which promotes or advocates violence, or is otherwise tortious or objectionable;
    • Post any content that does or may invade the privacy or violate or infringe on any rights of others, including, without limitation, copyrights and other intellectual property rights;
    • Impersonate any person, firm or entity, or falsely or deceptively state, imply or otherwise misrepresent your affiliation with or connection to any person, firm or entity;
    • Post any content which, either by the act of posting or by the comment itself, you do not have a right to do under any law, regulation or order of any court, or as a result of an employment, contractual, fiduciary or other legal obligation or relationship, or post any non-public or otherwise restricted, confidential, sensitive or proprietary information without authorization;
    • Post any advertising, promotional materials, links to competing sites, so called chain letters, pyramid or other schemes or invitations to participate in these or any other form of solicitation or promotion;
    • Offer to sell or buy any product or service or use the Site for any commercial purpose, to distribute any advertising or solicitation of funds or goods and services, or to solicit users to join competitive online services;
    • Post any links to any external Internet sites that are obscene or pornographic, or display pornographic or sexually explicit material of any kind, or which contain or promote content that would, if posted on this Site, constitute a violation of this Use Policy;
    • Post any false or misleading information, material non-public information, insider information or information intended to increase or decrease the price of any particular publicly-traded security; or
    • Violate any local, state, national or international law, regulation or order of any court, including but not limited to regulations of the U.S. Securities and Exchange Commission, and any rules of any securities exchange.

  5. Endorsement and Removal of Content. The Publisher neither endorses nor assumes any liability for any User Content or any other material uploaded or submitted by users on any part of the Site. The Publisher has no obligation to pre-screen, police, or monitor comments posted on the Site, and we and our agents reserve the right to, for any reason and without notice: (a) edit or remove any User Content; (b) discontinue a user’s posting and messaging privileges; and/or (c) suspend your account, including in such instances where we find it too onerous to adequately monitor and respond to a user’s messages; (d) retain and continue to display User Content after termination or expiration of your account and/or this Agreement. Notwithstanding the foregoing, while your account is active, you may edit or delete any of your User Content within the first 15 minutes after posting it; provided, however, that we shall not be responsible for any failure or delay in removing any User Content or implementing any of your edits.

  6. JacobsData.com Intellectual Property.

    6.1 Content. For purposes of this Agreement, and subject to your and our respective rights in your User Content, Content is defined as the individual elements and compilation of any information, communications, published works, photos, videos, graphics, music, sounds, or other material that can be viewed or perceived on our Site, regardless of origin, including the compilation of all User Content presented on the Site. You agree that all Content presented to you on this Site is protected by applicable intellectual property laws of the United States and other countries, including but not limited to copyright and, as between you and the Publisher, shall be regarded as the sole property of the Publisher and/or its Affiliates and their respective licensors.

    6.2 The Site and Services. The Site and Services, including all computer software in source code, object code or other form, databases, indexing, search, and retrieval methods and routines, hypertext markup language code, active server pages, intranet pages, and similar materials, and all intellectual property and other rights, title, and interest therein, including copyrights, trade secrets, rights in patents, compilations, inventions, modifications, updates, extensions, enhancements, configurations, derivative works, discoveries, improvements, processes, methods, designs, know-how and underlying ideas and concepts, whether or not copyrightable or patentable, pertaining to any of the foregoing (all of which shall be deemed part of the Site and Services), whether conceived by the Publisher alone or in conjunction with others (collectively, JacobsData.com IP), are owned by the Publisher, its Affiliates and/or their respective licensors, and are protected by applicable intellectual property laws of the United States and other countries, including but not limited to copyright, and constitute trade secrets and confidential information of the Publisher. You agree to hold in confidence, and not disclose to any person or entity, all confidential information of JacobsData.com, which shall include your User ID and password for the Site, nor use or disclose it for any purpose at any time other than in connection with your authorized use of the Site. Except for the rights expressly granted to You in this Agreement, all rights in the Site and Services and all JacobsData.com IP and any other proprietary rights thereto, are and shall remain solely owned by the Publisher and its respective licensors and are hereby assigned to the Publisher. The Publisher reserves all rights not expressly granted to You in this Agreement.

    6.3 Trademarks; Service Marks. All custom graphics, icons, logos and service names used by JacobsData.com are trademarks or registered trademarks of the Publisher and/or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in this Agreement grants you any right to use any trademark, service mark, and/or the name of the Publisher or its Affiliates, nor the right to exercise any of the Publisher’s exclusive copyrights except as expressly set forth herein.

    6.4 Limitations on Use of Content.

    6.4.1 Except for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any Content from this Site in any form or by any means whatsoever without prior written permission from us. Any unauthorized use of Site Content constitutes a material breach of this Agreement and violates our intellectual property rights and/or those of our licensors and could result in criminal or civil penalties in addition to termination of this Agreement.
    6.4.2 You also agree and acknowledge that you will not:
    • Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Content, Services or our Site;
    • Frame or mirror any Content, Services or portion of our Site without our prior written authorization;
    • Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Content, Site or Services; or
    • Harvest or collect information about users of the Services without their and our express consent.

    6.4.3 No Warranty for Third-Party Infringement. Neither we nor our Affiliates warrant or represent that your use of the Site, our Services, or any Content displayed on or obtained through this Site will not infringe the rights of third parties.

  7. Third-Party Sites.

    7.1 Third-Party Sites and Information. This Site may redirect or link to other third-party websites, or may otherwise include references to information, products, or services made available by affiliated or unaffiliated third parties. While we make reasonable efforts to work with trusted, reputable providers, some websites may contain information, material, or policies that some persons may find inappropriate or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency, or legality of content hosted by third-party websites. We are not responsible for errors or omissions in any references made on those third-party websites. The inclusion of such a link or reference is provided merely as a convenience, and does not imply endorsement of, or association with, the third-party website by us, or any warranty of any kind, either express or implied.

    7.2 Promotions. This Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this Site. Any such correspondence or promotions, including, but not necessarily limited to, the delivery of, and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the advertiser. We assume no liability, obligation, or responsibility for any part of any such correspondence or promotion.

  8. Disclaimer of Warranties.

THE SITE AND ALL CONTENT AND SERVICES, INCLUDING THEIR FEATURES AND FUNCTIONALITY, ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT: (A) THE SITE, CONTENT OR SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SITE, CONTENT OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, CONTENT OR SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT OR SERVICES PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES OR ANY THIRD PARTY WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.

THIS SITE, CONTENT AND SERVICES COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE SITE, CONTENT OR SERVICES, INCLUDING, BUT NOT LIMITED TO, THE PRICES AND DESCRIPTIONS OF ANY SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR SERVICES AVAILABLE AT THIS SITE MAY BE OUT-OF-DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR SERVICES.

THE USE OF THIS SITE AND ANY SERVICES OR CONTENT IS SOLELY AT YOUR OWN DISCRETION AND RISK, AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES, LOSS OR HARM RESULTING THEREFROM, INCLUDING TO ANY COMPUTER SYSTEM OR LOSS OF DATA AND ANY OTHER DAMAGE OR HARM THAT RESULTS FROM SUCH ACTIVITIES.

THROUGH YOUR USE OF THE SITE, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER USERS, COMPANIES, GROUPS, OR VENDORS. YOU ACKNOWLEDGE THAT ANY SUCH TRANSACTIONS ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTIES, AND THAT THE PUBLISHER SHALL HAVE NO LIABILITY OR RESPONSIBILITY RELATED THERETO.

WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US, OR ANY OF OUR AFFILIATES.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY SERVICES, CONTENT OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE, THE ADDITION OF FREE, OR FEE-BASED SERVICES, OR CHANGES TO LIMITATIONS ON ALLOWABLE CONTENT, FILE SIZES, OR FILE TYPES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES SHALL ALSO BE SUBJECT TO THESE TERMS AND CONDITIONS. PLEASE NOTE THAT SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

  1. Limitation of Liability and Indemnification

IN NO EVENT SHALL WE OR OUR AFFILIATES, OWNERS, EMPLOYEES OR INDEPENDENT CONTRACTORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST OR DAMAGED DATA, TRADING LOSS OR PROFIT LOSS, BUSINESS INTERRUPTION, LOSS OF PRIVACY, LOSS OR DISCLOSURE OF CONFIDENTIAL INFORMATION, NEGLIGENCE, OR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THIS SITE, THE CONTENT AND OUR SERVICES OR OF ANY SITE REFERENCED OR LINKED TO FROM THIS SITE. FURTHER, NEITHER THE PUBLISHER NOR OUR AFFILIATES, OWNERS, EMPLOYEES OR INDEPENDENT CONTRACTORS, SHALL BE LIABLE IN ANY WAY FOR THIRD-PARTY PROMISES REGARDING OUR SITE, SERVICES OR CONTENT, NOR FOR PROVIDING ASSISTANCE WITH REGARD TO ANY THIRD PARTY TRANSACTIONS, NOR FOR ANY PRODUCTS OR SERVICES YOU MAY PURCHASE FROM ANY THIRD PARTY BY RESPONDING TO THIRD PARTY OFFERS THROUGH THIS SITE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE PROCESSING OF ORDERS WITH SUCH THIRD PARTIES. PLEASE NOTE THAT SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold harmless the Publisher, our Affiliates, and each of their respective owners, employees and independent contractors from and against all liabilities, claims, and expenses, including, but not limited to, attorneys’ fees and costs, that may arise from or relate to: (a) your use or misuse of this Site or our Services or Content; (b) your User Content; (c) any breach of this Agreement for which you are responsible; and/or (d) violation, misappropriation or infringement of any intellectual property or other rights of the Publisher and/or any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

  1. Miscellaneous Provisions.

    10.1 Survival. All unmet payment obligations; limitations and disclaimers of damages and warranties; statements of the parties’ respective ownership and license rights (except for license rights granted to you with regard to the Services), and such other terms which by their nature are intended to survive, shall survive any termination or expiration of this Agreement, including this Section 10.

    10.2 International Use. Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States. Those who choose to access this Site from other locations, do so on their own initiative and at their own risk. If you choose to access this Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including, but not limited to, the taxation of products or services purchased over the Internet. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.

    10.3 Governing Law. This Site (excluding any third-party websites) is controlled by us from our offices in Chicago, Illinois, and the laws of the State of Illinois shall be controlling, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Illinois, in Cook County, or the United States District Court for the First Municipal District of Illinois.

    10.4 Notices. All notices to a party shall be in writing and shall be made either via email, direct message, commercial overnight courier or conventional mail.

    10.5 No Resale Right. You agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of this Site, or use of, or access to this Site, or Services provided through this Site, beyond the limited rights granted to you hereunder.

    10.6 Force Majeure. Notwithstanding anything in this Agreement to the contrary, except for payment obligations, neither party will be liable for any breach of this Agreement or resulting damages from delay or failure with respect to any obligation hereunder, nor for any damages or loss of any kind, resulting from causes beyond its reasonable control, including acts of God, earthquake, storms or other elements of nature, labor disputes, blockages, embargoes, riots or other industrial disturbances, mechanical, electrical, electronic, telecommunications, Internet or other third party supplier delay or failure, acts or orders of any governmental authority, criminal acts, war or terrorism, including cyberattack or other malicious intrusion into or breach of security with respect to data or computer systems.

    10.7 Savings Clause. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

    10.8 No Waiver. Any failure by the Publisher to enforce or exercise any provision of this Agreement or related rights shall not constitute a waiver of that right or provision.

    10.9 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. This Agreement may not be altered, supplemented, or amended by the use of any other document. To the extent that any other statement, term or condition in or associated with this Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.

    10.10 Relationship of the parties. For purposes of this Agreement, neither party is an agent of the other, and neither party has any express or implied authority to act on behalf of, or make any representations whatsoever on behalf of, the other. Each party is an independent contractor with respect to the other and neither party shall have the power or authority to bind the other party to any contract or obligation.

    10.11 Terms Generally. The defined terms in this Agreement shall apply equally to both the singular and the plural forms of the terms defined. The term person includes individuals, corporations, partnerships, trusts, other legal entities, organizations and associations, and any government or governmental agency or authority. The words include, includes and including shall be deemed to be followed by the phrase without limitation. The words approval, consent and notice shall be deemed to be preceded by the word written. The word term shall be deemed to refer to any term, condition or other type of provision under this Agreement. The word will shall be deemed synonymous with shall when referring to the acts or obligations of a party. References to this Agreement in the context of any requirement of either party to perform in accordance with this Agreement shall be interpreted to refer to the terms of this document, and such other terms as are contained in any Exhibit.

    10.12 Captions. The captions in this Agreement are for convenience of reference only and shall not be used to interpret this Agreement. All dollar amounts stated in this Agreement are in U.S. dollars.