PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.
Welcome to the StandOut website (the “Site“). The Marcus Buckingham Company (“TMBC,” “we,” “us,” or “our“) provides the StandOut platform, assessment and other content or features through the Site (individually and collectively, the “Service“).
You must agree to this Terms of Service (this “ToS“) in order to use the Site and/or the Service. If you use the Site and/or the Service, or click to accept or agree to this ToS if presented to you in a user interface for the Service, we will understand this as your acceptance of this ToS and your agreement to all of its terms and conditions. By accepting this ToS or using the Site and/or the Service, you represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not accept this ToS, then you may not use the Site or the Service.
If you are a team leader using the Site or the Service on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to this ToS. If you do not have such authority, then you may not use the Site or the Service on behalf of your employer and you must discontinue all use of the Site and the Service immediately.
- ToS Updates. TMBC may update this ToS at any time and TMBC will post the updated version of this ToS on the Site. You understand and agree that you will be deemed to have accepted the updated ToS if you use the Site or the Service after the updated ToS is posted on the Site. If at any point you do not agree to any portion of this ToS then in effect, you must immediately stop using the Site and the Service.
- Provision of the Service. You are responsible for any Internet connection and telecommunications fees and charges that you incur when accessing the Site and the Service. You acknowledge and agree that TMBC may make changes to the Site and/or the Service at any time without notifying you in advance.
- Termination of Service. TMBC reserves the right to deny service to any person or entity at TMBC’s sole and absolute discretion. You acknowledge and agree that TMBC may stop providing the Site and/or the Service or restrict your use of the Site and/or the Service at any time, without notifying you in advance, for any reason or no reason, including, without limitation, for any violation of this ToS and/or if TMBC suspects that you have used any aspect of the Service to conduct any fraudulent or illegal activity. If TMBC disables your access to your account, you may be prevented from accessing the Service, your account details and/or any materials contained in your account.
- Fees; Billing.
- 4.1. If Paid By Employer. If your employer has provided you with a User ID and temporary password to log in to the Service, your employer has purchased a license to the Service for you pursuant to a StandOut Software License and Service Agreement between your employer and TMBC (“License Agreement“). By logging in, you represent and warrant that you are authorized by your employer to access the Service. Your use of the Service is at all times subject to the License Agreement in addition to this ToS. If any terms of the License Agreement conflict with this ToS, the terms of the License Agreement shall prevail.
- 4.2. For All Other Users. Current fees for the Service are as set forth on the Site. We accept various forms of payment, as set forth on the Site from time to time. By purchasing an assessment only, you are authorizing us to charge your designated payment method for a one-time fee. By purchasing full access to the StandOut platform, you are authorizing us to charge your designated payment method on a recurring basis. Unless you cancel your subscription in the “Billing” section of your account settings or notify us of your decision to cancel, your subscription will automatically renew at the then-current fee. You will be charged on the last day of each month (each a “Charge Date“) for the immediately following monthly subscription term.
- 4.3. Past Due Accounts. Your account may be terminated or downgraded without notice to you if payment is past due, regardless of the amount. You agree to pay any outstanding balance in full within seven (7) days of termination or downgrading of your account.
- 4.4. Updating Billing Information. You may update any of your billing information (including a change to your desired billing payment method) through your account settings on the Site.
- 4.5. Changes to Billing; Fees Non-Refundable. TMBC may, from time to time, modify, amend, or supplement its pricing and billing procedures, and such changes shall be effective immediately upon posting an update of this ToS or posting such changes elsewhere on the Site. If you do not accept the new changes, you should terminate your subscription immediately. If there is a dispute regarding your payment of fees, or the Service, TMBC shall have the right to terminate your account without prior notice. YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES ARE NON-REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.
- Accounts and Security.
- 5.2. Account Security. Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account password. You agree to notify TMBC immediately if you become aware of any unauthorized use of your password or of your account.
- 5.3. Account Sharing or Transfers. Accounts are registered to you personally and may not be sold, traded, gifted or otherwise transferred at any time under any circumstances. You may not share your account. You may not disclose your password to anyone else.
- 5.4. Cancellation or Downgrading by You. To cancel or downgrade your account, contact TMBC by email firstname.lastname@example.org. If you are a team leader, you may downgrade your account to an “assessment only” account with limited functionality (i) in the “Billing” section of your account settings, or (ii) by notifying TMBC by email at email@example.com.
- 5.5. Termination or Downgrading by TMBC. TMBC may at any time terminate or downgrade your account if:
- a. payment is past due;
- b. TMBC determines that you are (a) in breach of or otherwise acting inconsistently with this ToS or (b) engaging in fraudulent or illegal activities or other conduct that may result in liability to TMBC;
- c. TMBC determines it is required by law to terminate your account; or
- d. TMBC decides to stop providing the Service or critical portions of the Service in the country where you reside, access the Site or use the Service or TMBC determines that it is no longer in its business interests to continue providing the Service or critical portions of the Service.
- 5.6. Effect of Account Cancellation, Termination or Downgrading. If your account is cancelled or terminated, you will lose access to your account and all content. If your account is downgraded, you will retain any previously delivered content, but access and functionality going forward will be limited. If you are a team leader and your account is downgraded, you will lose access to information about your team. If you wish to reactive a cancelled or terminated account, contact TMBC by email at firstname.lastname@example.org, and TMBC may reactive such account at its sole discretion.
- Your Content. Certain sections of the Service, such as your profile page and “Check-Ins” page, include features that allow you to post content, including your profile photo, comments, links and other materials (“User Content“). You retain all rights in, and are solely responsible for, the User Content you post using the Service. You grant TMBC and its users a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform and distribute your User Content through the Service solely for the purpose of providing the Service. We reserve the right to remove or modify User Content for any reason. If you remove any User Content from the Service, or if your account is downgraded, terminated or cancelled, we may retain your User Content for a commercially reasonable period of time for backup, archival, or audit purposes. YOU AGREE THAT YOU ALONE ARE RESPONSIBLE FOR YOUR POSTING OF USER CONTENT AND THAT TMBC WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR YOUR VIOLATION OR BREACH OF ANY TERMS OF SERVICE OR OTHER AGREEMENT THAT MAY RESULT FROM YOUR POSTING USER CONTENT.
- Proprietary Rights; Data.
- 7.1. Proprietary Rights. You acknowledge that TMBC owns the exclusive right, title and interest, including all patent, copyright, trademark, trade names, trade secrets (including, without limitation, all related technical know-how) and other intellectual property rights, throughout the world, in and to the Service and any portions or copies thereof, and any changes, corrections, bug fixes, enhancements, updates and other modifications thereto, whether made by or on behalf of TMBC, you or any third party (“Proprietary Rights“), and as between you and TMBC, all such Proprietary Rights shall vest in and be assigned to TMBC.
- 7.2. Data. You acknowledge that TMBC retains all right, title and interest in any information, content or materials in written or electronic form provided by TMBC to you through the Site and/or Service (excluding User Content).
- Limited License to the Service.
- 8.1. If Paid by Employer. If your employer has provided you with a User ID and temporary password to log in to the Service, your employer has purchased a license to the Service for you pursuant to the License Agreement between TMBC and your employer. This limited license is substantially similar to that set forth below in Section 8.2 below. However, we remind you that your use of the Service is at all times subject to the License Agreement in addition to this ToS.
- 8.2. For All Other Users. Subject to the terms and conditions of this ToS, TMBC grants you a limited, non-exclusive, revocable, non-assignable and non-transferable license to: a) access and use the Service and information provided through the Service solely to manage and operate your business or that of your employer; (b) store information uploaded by you on or through the Service; or (c) use, on an ad hoc basis in the ordinary course of your or your employer’s business, such as in internal reports, charts, pitch books and similar presentations to your or your employer’s employees, agents and consultants, an amount of information provided through the Service that has no independent commercial value and could not be used as a substitute for the Service or any part of it (“Insubstantial Amount of Data“).
- Restrictions and Conditions of Use.
- 9.1. Use of the Site. TMBC permits you to view and use a single copy of the Site solely for your personal, non-commercial use. You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data or services obtained from the Site or through the Service.
- 9.2. Accessing the Service. You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the Site or any mobile application provided by TMBC. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers) and you agree to comply with the instructions contained in any robots.txt file present on the Site or the Service.
- 9.3. No Violation of Laws. You agree that you will not, in connection with your use of the Site or the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not make available through the Site and/or the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
- 9.4. Use Restrictions. You may not connect to or use the Site or the Service in any way that is not expressly permitted by this ToS.
- a. You may not: (a) use the Service or any information provided through the Service for any unlawful or unauthorized purpose or to compete with any TMBC service; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service or any information provided through the Service; (c) except as permitted in relation to an Insubstantial Amount of Data, copy, transfer, distribute, reproduce, modify, translate, or create derivative works from the Service or any information provided through the Service or make available to unauthorized users any part of the Service or any information provided through the Service; (d) share IDs or passwords or install, sublicense, rent, lease, distribute, sell, resell, assign, or otherwise transfer the rights to access and use the Service to any third party; (f) use any trademarks, service marks, names, logos or other identifiers from the Service without permission; (g) remove any copyright, trademark, service mark and other proprietary notices contained on or within the Service or any information provided through the Service, or any graphical representation thereof; or (h) post or transmit through the Service any material that violates or infringes in any way upon the rights of others, that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or that, without TMBC’s express prior approval, contains advertising or any solicitation with respect to products or services.
- b. Without limiting the foregoing, you agree that you will not: (i) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Site and/or the Service (or any servers, systems or networks connected to the Site or the Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the Site and/or the Service or any other person’s or entity’s use of the Site and/or the Service (or any servers, systems or networks connected to the Site or the Service); (ii) attempt to gain unauthorized access to the Site, the Service, accounts registered to other users, or any servers, systems or networks connected to the Site and/or the Service; (iii) use the Site or the Service for any commercial purpose or the benefit of any third party, or charge any person or entity, or receive any compensation for, the use of the Site or the Service, unless you are specifically authorized to do so in a separate written agreement with TMBC; (iv) use the Site or the Service to (y) develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; or (z) perform any unsolicited commercial communication not permitted by applicable law; or (v) engage in any activity that (A) constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to children in any manner; (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); or (D) violates any applicable law, ordinance, rule, regulation or treaty.
- 9.5. No Data Mining or Harmful Code. You agree that you will not (a) obtain or attempt to obtain any information from the Service including, without limitation, email addresses or phone numbers of other account holders or other software data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Site or the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse routing, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Site or the Service.
- 9.6. Violation of this ToS. You acknowledge and agree that you are solely responsible, and TMBC has no responsibility or liability to you or any other person or entity, for any breach by you of this ToS or for the consequences of any such breach.
- 10.1. Links from the Site. The Site may contain links to websites operated by other parties. TMBC provides these links to other websites as a convenience and use of these websites is at your own risk. The linked websites are not under the control of TMBC and TMBC is not responsible for the content available on the other websites. Such links do not imply TMBC’s endorsement of information or material on any other website and TMBC disclaims all liability with regard to your access to and use of such linked websites.
- 10.2. Links to the Site. Unless otherwise set forth in a written agreement between you and TMBC, you must adhere to TMBC’s linking policy as follows: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with TMBC’s and/or its licensors’ names and trademarks; (ii) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with TMBC; and (iii) when selected by a user, the link must display the Site on full-screen and not within a “frame” on the linking Site. TMBC reserves the right to revoke its consent to the link at any time and in its sole discretion.
- Other Intellectual Property Matters.
- 11.1. Trademarks. The TMBC name and logo are trademarks and service marks of TMBC. Unless permitted in a separate written agreement with TMBC, you do not have the right to use any of TMBC’s trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.
- 11.2. Copyright Agent. TMBC respects the intellectual property rights of others, and requires that the people who use the Site and the Service do the same. TMBC maintains a policy of terminating users of the Site and/or the Service who engage in repeated infringing conduct. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
- Your address, telephone number, and email address;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the alleged infringing material is located;
- A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law;
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The Marcus Buckingham Company
Attention: Customer Service
8350 Wilshire Boulevard
Beverly Hills, CA 90211
Tel: (323) 302-9810
- Location. The Site and the Service are operated by TMBC in the United States. If you choose to access the Site and/or the Service from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws.
- Children. The Site and the Service are not directed toward children under 13 years of age nor does TMBC knowingly collect information from children under 13 or allow them to create an account or access account features. If you are under 13, please do not submit any personal information about yourself to TMBC.
- DISCLAIMER OF WARRANTIES.
- 15.1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE AND THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
- 15.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TMBC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
- 15.3. TMBC MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SITE OR THE SERVICE.
- 15.4. TMBC DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SITE AND/OR THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SITE OR THE SERVICE WILL BE CORRECTED; OR (e) THE SITE OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- 15.5. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEIVCE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
- LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY.
- 16.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TMBC, AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES“), SHALL NOT BE LIABLE TO YOU, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR:
- a. ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE AND/OR THE SERVICE, EVEN IF TMBC AND/OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;
- b. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR
- c. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SITE OR THE SERVICE.
- 16.2. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF TMBC OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).
- Indemnification. You agree to indemnify, defend and hold TMBC and the Related Parties harmless from any and all claims, demands, damages or other losses including, without limitation, reasonable attorneys’ fees, resulting from or arising out of (i) your use of the Site and/or the Service or (ii) your breach of this ToS or any other policies that TMBC may issue for the Site and/or the Service from time to time.
- Governing Law; Jurisdiction. This ToS is governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and TMBC agree that, except as otherwise provided in Section 19 below, the state and federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all disputes arising out of or related to this ToS or your use of the Site or the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, TMBC shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
- Binding Arbitration.
- 19.1. Arbitration Procedures. You and TMBC agree that, except as provided in Section 19.4 below, all disputes, controversies and claims related to this ToS (each a “Claim“), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules“) and under the terms set forth in this ToS. In the event of a conflict between the terms set forth in this Section 19 and the JAMS Rules, the terms in this Section 19 will control and prevail.Except as otherwise set forth in Section 19.4, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and TMBC will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this ToS, (a) you and TMBC may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND TMBC WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
- 19.2. Location. The arbitration will take place in Los Angeles, California, unless the parties agree to video, phone and/or internet connection appearances.
- 19.3. Limitations. You and TMBC agree that any arbitration shall be limited to the Claim between TMBC and you individually. YOU AND TMBC AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
- 19.4. Exceptions to Arbitration. You and TMBC agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of your or TMBC’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
- 19.5. Arbitration Fees. If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
- 19.6. Severability. You and TMBC agree that if any portion this Section 19 is found illegal or unenforceable (except any portion of Section 19.4), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 19.4 is found to be illegal or unenforceable then neither you nor TMBC will elect to arbitrate any Claim falling within that portion of Section 19.4 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County of Los Angeles, State of California, United States of America, and you and TMBC agree to submit to the personal jurisdiction of that court.
- 20.1. ToS Revisions. This ToS may only be revised in a writing signed by TMBC, or published by TMBC on the Site.
- 20.2. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and TMBC as a result of this ToS or your use of the Site or the Service.
- 20.3. Assignment. TMBC may assign its rights under this ToS to any person or entity without your consent. The rights granted to you under this ToS may not be assigned without TMBC’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
- 20.4. Severability. If any part of this ToS is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToS shall be given full force and effect.
- 20.5. Attorneys’ Fees. In the event any litigation or arbitration is brought by either party in connection with this ToS, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
- 20.6. No Waiver. Our failure to enforce any provision of this ToS shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by TMBC of any provision, condition or requirement of this ToS shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.
- 20.7. Notices. All notices given by you or required under this ToS shall be in writing and addressed to: 8350 Wilshire Boulevard, Beverly Hills, CA 90211, ATTN: Head of Operations.
- 20.8. Export Administration. You must comply with all export laws and regulations of the United States or any other country (“Export Controls”) and you shall not export, direct or transfer any portion of the Site or the Service, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.
- 20.9. Equitable Remedies. You acknowledge and agree that TMBC would be irreparably damaged if the terms of this ToS were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this ToS, in addition to such other remedies as we may otherwise have available to us under applicable laws.
- 20.10. Entire Agreement. This ToS, including the documents referenced in this ToS, constitutes the entire agreement between you and TMBC with respect to the Site and the Service and supersedes any and all prior agreements between you and TMBC relating to the Site and/or the Service.