Last Updated: June 22, 2022
Food Fighters Universe (“FFU”) is a collection of digital artworks (“NFTs”) running on the Ethereum network. FFU is only providing an interface, via digital marketplace, allowing participants to purchase, collect, showcase, and exchange digital collectibles. Users are entirely responsible for the safety and management of their own private digital wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as FFU smart contracts run on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (SEE SECTION 14). PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY, SINCE IT AFFECTS YOUR RIGHTS. BY USING THE SITE OR ANY PART OF IT, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION.
ANY PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THIS SITE OF A FOOD FIGHTER(AS DEFINED BELOW) WILL BE ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF FOOD FIGHTERS OUTSIDE OF THIS SITE. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, IN MOMENTS OUTSIDE OF THIS SITE.
This document contains very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Please read it carefully. Any changes to these Terms will be in effect as of the “Last Updated Date” referred to at the top of this page. You should review these Terms before using the Site or purchasing any product or using any services that are available through this Site.
Your continued use of this Site or exchange of Food Fighter NFTs after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
By using this Site, you affirm that you are of legal age to enter into these Terms, and you accept and are bound by these Terns. You affirm that if you are using this Site on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms.
You may not use this Site or purchase Food Fighter NFTs if you: (i) do not agree to these Terms; (ii) are not of the age of majority in your jurisdiction of residence; or (iii) are prohibited from accessing or using this Site or any of this Site’s contents, products or services by applicable law.
(i) Account and Wallet Set-Up. You will need to use the Ethereum electronic wallet or another supported electronic wallet, which will enable you to purchase and store collectibles that you collect or purchase via the Ethereum Network. Each collectible is a Food Fighter Non-Fungible Token (an “NFT”) on the blockchain network.
(ii) Security. You are responsible for the security of your electronic wallets.
(iv) Account Transactions. You can use your electronic wallet to purchase, store, and engage in transactions via one or more cryptocurrencies that we may elect to accept from time to time. Transactions that take place on OpenSea are managed and confirmed via the Ethereum Network. You understand that your Ethereum Network public address will be made publicly visible whenever you engage in a transaction.
(i) Overview of NFTs. NFTs are digital assets that represent an object, whether digital or physical. When you acquire a NFT, you are acquiring the right to claim ownership of that particular copy of the NFT for yourself, subject to the restrictions contained in these Terms, and to exclude others from making the same claim. You do not, however, acquire any other rights (such as copyright, right of publicity, rights of commercialization, reproduction or distribution, etc.) in connection with the NFT unless otherwise stated. For example, your ownership of a NFT does not include any intellectual property or other rights to any content, events, merchandise, benefits or other digital or real-world items contained or referenced in the NFT which may be included with your acquisition of the NFT except as expressly stated in the description of the NFT.
(i) Financial Transactions. Any payments or financial transactions that you engage in via OpenSea or other NFT marketplace will be conducted solely through the Ethereum Network. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via OpenSea, or any other payment or transactions that you conduct via the Ethereum Network. We do not provide refunds for any purchases.
(ii) Gas Fees. Every transaction on the Ethereum Network requires the payment of a transaction fee (each, a “Gas Fee”). The Gas Fees fund the network of computers that run the decentralized Ethereum Network. This means that you will need to pay a Gas Fee for each transaction that you instigate. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Gas Fee for any transaction that you instigate..
(iii) Responsibility for Taxes. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”).
For the purposes of this Section 4, the following capitalized terms will have the following meanings:
“Art” means any art, design, and drawings (in any form or media, including, without limitation, video or photographs) that may be associated with a Food Fighter that you Own.
“Own” means, with respect to a Food Fighter, a Food Fighter that you have purchased or otherwise rightfully acquired from a legitimate source (and not through any Prohibited Activities (as defined below)), where proof of such purchase is recorded on the Ethereum Network.
“Food Fighter” means a Food Fighter NFT that you Own.
“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
(i) Ownership of Food Fighter. Because each Food Fighter is an NFT on the Ethereum Network, when you purchase a Food Fighter in accordance with these Terms (and not through any of the Category B Prohibited Activities), you own the underlying NFT completely. This means that you have the right to swap your Food Fighter, sell it, or give it away. Ownership of the Food Fighter is mediated entirely by the Ethereum Network. Except as otherwise permitted by these Terms in cases where we determine that the Food Fighter has not been rightfully acquired from a legitimate source (including, without limitation, through any Prohibited Activities), at no point will we seize, freeze, or otherwise modify the ownership of any Food Fighter.
(1) Commercial Use. Subject to your continued compliance with these Terms, Food Fighters Universe LLC grants you a worldwide license to use, copy, and display the purchased Art (“Commercial Use”) EXCEPT for any food-related ventures including with respect to any food or edible items, restaurants, bars, food services, or consumer packaged goods.
(ii) FFU IP. You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all other elements of the Food Fighter, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements. (collectively, the “FFU Materials”)). Nothing herein gives you any rights to any other trademarks or other intellectual property rights belonging to Food Fighters Universe LLC including, without limitation, to Food Fighters Universe, Food Fighters, FFU, FFU characters including: Pete Za, Brock Lee, Glizzie, and Banana Heart Eyes, and all associated logos. All of these rights are expressly reserved in the name of Food Fighters Universe LLC. You acknowledge that the FFU Materials are or may be protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All FFU Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the Site or otherwise contained in the FFU Materials are proprietary to us or our licensors.
(iii) Further User Ownership Acknowledgements. For the sake of clarity, you understand and agree: (a) that your purchase of a Food Fighter, does not give you any rights or licenses (including, without limitation, our copyright in and to the associated Art) other than those expressly contained in these Terms; (b) You do not have the right to use the Food Fighter for any commercial use in food-related ventures including; food, restaurants, or consumer packaged goods without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
(iv) User License to Art. Subject to your continued compliance with these Terms, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Food Fighter, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your Food Fighter, provided that the marketplace cryptographically verifies each Food Fighter owner’s rights to display the Art for their Food Fighter to ensure that only the actual owner can display the Art; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Food Fighter, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Food Fighter to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the NFT leaves the website/application.
(v) Restrictions on Ownership. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the Art for your Food Fighter in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Food Fighter in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; or (c) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Food Fighter;
(vi) Other Terms of License. The license granted in Section 4(iv) above applies only to the extent that you continue to Own the applicable Food Fighter. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased Moment for any reason, the license granted in Section 4(iv) will immediately expire with respect to that Food Fighter without the requirement of notice, and you will have no further rights in or to the Art for that Food Fighter. The restrictions in Section 4(v) will survive the expiration or termination of these Terms.
(vii) User Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the Site, including without limitation about how to improve the Site (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE SITE, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE SITE ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.
(i) User Warranties. Without limiting the foregoing, you warrant and agree that your use of the Site will not (and will not allow any third party to):(a) in any manner:
(1) involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
(2) involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
(3) involve the uploading, posting, transmitting or otherwise making available through the Site any content that infringes the intellectual proprietary rights of any party;
(4) involve using the Site to violate the legal rights (such as rights of privacy and publicity) of others;
(5) involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
(6) involve interfering with other users’ enjoyment of the Site;
(7) involve exploiting the Site for any unauthorized commercial purpose;
(8) involve modifying, adapting, translating, or reverse engineering any portion of the Site;
(9) involve removing any copyright, trademark or other proprietary rights notices contained in or on the Site or any part of it;
(10) involve reformatting or framing any portion of the Site;
(11) involve displaying any content on the Site that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
(12) involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Site or the content posted on the Site, or to collect information about its users for any unauthorized purpose;
(13) involve accessing or using the Site for the purpose of creating a product or service that is competitive with any of our products or services;
(ii) Effect of Your Breaches. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account.
YOU WAIVE AND HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK, AND THAT THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SITE AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SITE WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE SITE WILL BE ACCURATE; (IV) THE SITE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SITE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE, THE ETHEREUM NETWORK, OR ANY ELECTRONIC WALLET.
FOOD FIGHTERS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU WITHOUT THESE LIMITATIONS.
(i) Value and Volatility. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Food Fighter, which may also be subject to significant price volatility. Each Food Fighter has no inherent or intrinsic value. We cannot guarantee that any Food Fighters purchased will retain their original value.
(ii) Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. We are not responsible for determining the taxes that apply to your transactions..
(iii) Use of Blockchain. The Site does not store, send, or receive Food Fighters. This is because Food Fighters exist only by virtue of the ownership record maintained on the supporting blockchain in the Ethereum network. Any transfer of Food Fighters occurs within the supporting blockchain in the Ethereum network, and not on the Site.
(iv) Inherent Risks with cryptocurrency. There are risks associated with using cryptocurrency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Network, however caused.
(v) Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the FFU ecosystem, and therefore the potential utility or value of your Food Fighter.
You agree to hold harmless and indemnify us and our parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys' fees arising out of or in any way related to: (i) your breach of these Terms; (ii) your misuse of the Site; or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Site. You agree that we will have control of the defense or settlement of any such claims.
The Site may include hyperlinks to other websites or resources (collectively, the “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
We are constantly innovating the Site to help provide the best possible experience. You acknowledge and agree that the form and nature of the Site, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the Site at any time without notice.
You affirm that you are over the age of 18. The Site is not intended for children under 18. If you are under the age of 18, you may not use the Site. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your account. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the Site.
YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
(i) Arbitration Fees. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, we will pay them for you.
(ii) Award Enforcement. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.
(iii) Our Equitable Remedies. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.
(ii) No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you
(iii) Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
(iv) Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
(v) No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
(vi) Governing Law. All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the State of California and the federal laws of United States of America.
(vii) Venue. Subject to Section 16 of these Terms, any legal action or proceeding arising under these Terms will be brought exclusively in the State of California and you irrevocably consent and attorn to the personal jurisdiction and venue there.
(viii) Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the Site. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(ix) Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.