1. Acceptance of Terms.
a. By registering for and/or using Modulus in any manner, including but not limited to downloading and using the Modulus website, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on or within Modulus, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
b. These Terms of Service apply to all users of Modulus, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.
2. Modification. We reserve the right, at our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue Modulus (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on or within Modulus or by sending you notice through Modulus or by e-mail. We may also impose limits on certain features of Modulus or restrict your access to parts or all of Modulus without notice or liability. It is your responsibility to check these Terms of Service periodically for changes. Your use of Modulus following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
3. Eligibility. You represent and warrant that you are at least 18 or 21 years of age or older depending on the age of majority in the jurisdiction you reside. If you are under age 18 or 21 or the age of majority, you may not, under any circumstances, use Modulus. We may, at our sole discretion refuse to offer Modulus to any person or entity and change our eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access Modulus is revoked where these Terms of Service or use of Modulus is prohibited or to the extent offering, sale or provision of Modulus conflicts with any applicable law, rule or regulation. Residents of the states of Washington and Virginia are not permitted to use Modulus. Further, Modulus is offered only for your personal entertainment, and not for the use or benefit of any third party.
4. Login/Registration. While some features of Modulus may be available to unregistered users, for broader access to Modulus you must register with Modulus by creating an "Account". If registration is made available, you must provide accurate information included on the registration page. You are responsible for maintaining the accuracy of the information that you provide to us to be associated with your Account. Regarding usernames, you shall not (i) select or use, as your username, the name of another person with the intent to impersonate that person; (ii) select or use, as your username, a name subject to any rights of a person or entity other than you without appropriate authorization or (iii) select or use, as your username, a name that is otherwise offensive, vulgar or obscene.
5. Account Security. You are solely responsible for the activity that occurs on your Account, and for keeping the password for your Account secure. You are not permitted to use another Account without permission. We cannot guarantee that unauthorized third parties will not be able to defeat our security measures. You must notify us immediately of any breach of security or other unauthorized use of your Account. You should never publish, distribute or post login information for your Account.
6. Access Rights. Without limiting any other terms of these Terms of Service, by using Modulus you understand and agree that we, as an agent on your behalf, may access content from third party websites and services so that it is available to you through use of Modulus, and you give Modulus permission to do so. You agree that any content that you submit to a Third Party Service may be stored by us at your direction, although we do not undertake any obligations to maintain such submissions.
a. Definition. For purposes of these Terms of Service, the term "Content" includes, without limitation, URLs, curated URLs, content, videos, audio clips, written posts and comments, information, data, text, web pages, images, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through Modulus.
b. Third Party Materials and Agreements. You may be able to access, download, store or use Third Party Services, resources, content or information ("Third Party Materials") via Modulus. By using the Modulus to find and collect material on the Internet, you instruct us to present portions of the data sources that you have selected. You acknowledge sole responsibility for and assume all risk arising from your access to or use of any such Third Party Materials and we disclaim any liability that you may incur arising from your access to or use of such Third Party Materials or User Content (defined below) via a Modulus. You acknowledge and agree that we: (i) are not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (ii) have no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third Party Materials; and (iii) do not make any promises to remove Third Party Materials from being accessed through Modulus. Your ability to access or link to Third Party Materials or third party services does not imply any endorsement by us of Third Party Materials or any such third party services.
c. User Content. All Content added, created, uploaded, curated, submitted, distributed, or posted to Modulus by users, whether publicly posted or privately transmitted (collectively "User Content"), is the sole responsibility of the user who originated it. You acknowledge that all Content accessed by you using Modulus is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. When you delete your User Content, it will be removed from Modulus. However, you understand that (i) certain User Content will remain available and (ii) any removed User Content may persist in backup copies for a reasonable period of time (but will not following removal be shared with others).
If any unauthorized User Content is deemed adult in nature such as that it may contain graphic depictions and descriptions of explicit sexual activity, you acknowledge that you are aware of the nature of the content, that you are not offended by such content and that you access the site freely, voluntarily and willingly. You also agree to report such content to Modulus immediately.
d. Our Content. Modulus contains Content specifically provided by us or our partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through Modulus.
e. Use License. Subject to these Terms of Service, we grant each user of Modulus a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, download, store, display and print the Content, solely for personal, non-commercial use as part of using Modulus. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from us, or from the copyright holder identified in such Content's copyright notice. You may not use Modulus for any commercial purposes.
f. Content License Grants.
i. License to Us. By submitting User Content through Modulus, you hereby do and shall grant us a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, transmit, stream, display, perform, and otherwise fully exploit the User Content in connection with Modulus and our (and its successors and assigns') business, including without limitation for promoting and redistributing part or all of Modulus, Content posted on Modulus, and derivative works thereof, or Modulus in any media formats and through any media channels (including, without limitation, third party websites and feeds).
ii. License to Users. You also hereby do and shall grant each user of Modulus a non-exclusive license to access, use, download, store, transmit, stream, display, perform and print your public (not private) User Content through Modulus, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such public User Content.
iii. No Infringement. You represent and warrant that you have all rights to grant such licenses without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
g. Availability of Content. We do not guarantee that any Content will be made available on or through Modulus. Further, we have no obligation to monitor Modulus. However, we reserves the right to (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) remove or block any Content from Modulus.
8. Modulus Website License.
a. License Grant. Subject to your compliance with the terms and conditions of these Terms of Service, we grant to you a limited, non-exclusive, non-transferable license, without the right to sublicense, to view the Modulus website on a device that you own and control and view the Modulus website solely for your personal entertainment and use. Furthermore, with respect to any Modulus content downloaded through the iTunes App Store, Google Play or other 3rd party store, you will only use such application as permitted by the "Usage Rules" set forth in the pertinent App Store Terms of Service. We reserve all rights in the Modulus application not expressly granted to you in these Terms of Service.
b. Restrictions. Except as expressly specified in these Terms of Service, you shall not (i) copy or modify the Modulus website or application, including, but not limited to adding new features or otherwise making adaptations that alter the functioning of the Modulus website or application; (ii) transfer, sell, rent, lease, distribute, sublicense or otherwise assign any rights to, or any portion of, the Modulus website or application to any third party; or (iii) make the functionality of the Modulus website or application available to multiple users through any means, including, but not limited to distribution of the Modulus website or application or by uploading the Modulus website or application to a network or file-sharing service or through any hosting, application services provider or any other type of service. The Modulus website or application contains trade secrets, and in order to protect those secrets you agree not to disassemble, decompile or reverse engineer the Modulus website or application, in whole or in part, or permit or authorize a third party to do so, except to the extent such restrictions are expressly prohibited by statutory law. You will comply with any technical restrictions in the Modulus website or application that allow you to use the Modulus application only in certain ways.
c. Updates and Upgrades; No Obligation. We are not obligated to maintain or support the Modulus website or application, or to provide you with updates, upgrades or services related thereto. You acknowledge that Modulus may from time to time in its sole discretion issue updates or upgrades to the Modulus website or application, and may automatically update or upgrade the version of the Modulus application that you are using on your mobile device. You consent to such automatic updating or upgrading on your mobile device, and agree that the terms and conditions of these Terms of Service will apply to all such updates or upgrades.
d. U.S. Government Users. The Modulus application and related documentation are "commercial items" as that term is defined in FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Modulus application and related documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government's rights in the Modulus application and related documentation will be only those specified in these Terms of Service.
e. Export Control. You may not use, export, re-export, import, or transfer the Modulus application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Modulus application, and any other applicable laws or regulations. In particular, but without limitation, the Modulus application may not be exported or re-exported (i) into any United States embargoed countries or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Modulus application, you represent and warrant that you are not located in any such country or on any such list. You also will not use the Modulus application for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
f. iTunes App Store. You agree to the Apple iTunes Terms of Service if you download the Modulus application from the iTunes App Store.
9. Rules of Conduct.
a. You promise not to use Modulus for any purpose that is prohibited by these Terms of Service or prohibited by the applicable laws in your jurisdiction. You are responsible for all of your activity in connection with Modulus.
b. You shall not, and shall not permit any third party to, either (i) take any action or (ii) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content (including User Content) on or through Modulus that:
· infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; ii. is unlawful, such as content that is threatening, abusive, harassing, defamatory, libelous, fraudulent, invasive of another's privacy, or tortuous;
· constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
· contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of us or any third party;
· impersonates any person or entity, including any of our employees or representatives;
· includes anyone's identification documents or sensitive financial information; or
· creates a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to yourself, to any other person, or to any animal;
· may create a risk of any other loss or damage to any person or property;
· seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
· depicts any person under the age of 18 years in an inappropriate way;
· violates, or encourages any conduct that violates laws or regulations;
· public content that contains falsehoods or misrepresentations that could damage Modulus or any third party;
· contains any information or content we deem to be hateful, violent, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene or otherwise objectionable;
· contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets);
· infringes any third party's Intellectual Property Rights, privacy rights, publicity rights, or other personal or proprietary rights; or
· is fraudulent, false, misleading, or deceptive or otherwise determined by us to be inappropriate at its sole discretion or illegal.
c. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of Modulus or any activities conducted on Modulus; (iii) bypass any measures we may use to prevent or restrict access to Modulus (or other accounts, computer systems or networks connected to Modulus); (iv) run any form of auto-responder or "spam" on Modulus; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any web pages associated with Modulus, or any third party web pages accessed through Modulus; (vi) harvest or scrape any Content from Modulus; or (vii) otherwise take any action in violation of our guidelines and policies.
d. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any aspect, feature or part of Modulus, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of Modulus; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations. You will comply with any technical restrictions of Modulus that allow you to use Modulus only in certain ways.
e. We also reserve the right to access, read, preserve, monitor and disclose any information as it reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect our rights, property or safety, or that of our users and the public. This includes exchanging information with other companies and organizations for fraud protection and spam prevention.
10. DMCA Copyright Complaints. Modulus respects the intellectual property of others and we ask our users to do the same. Modulus may and at its discretion, suspend or terminate the access of and take other action against users, subscribers, registrants and account holders who infringe the copyright rights of others.
If you believe that your work has been copied and is accessible on the Website in a way that constitutes copyright infringement, or that the Modulus website contains links or other references to another online location that contains material or activity that infringes your copyright rights, you may notify Modulus by providing the following information (as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (DMCA), 17 U.S.C. sec. 512) to our copyright agent set forth below:
A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted 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;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Service Provider to locate the material;
Information reasonably sufficient to permit Service Provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
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
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
9375 E Shea Blvd Suite 100
Scottsdale, AZ 85260
Note: Only copyright complaints should be sent to agent. No other communications will be accepted or responded to. For communications on other matters, please contact Modulus as described on the website.
11. Third Party Services. Modulus may permit you access content from or to link to other websites, services or resources on the Internet, and those other websites, services or resources may contain links to Modulus. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. Such inclusion does not imply endorsement by us or any association with our operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
12. Purchases and Fees. Modulus may charge fees for the procurement, shipping and handling of items sold on the site. You agree to pay all fees and charges, including applicable taxes, incurred through your account at the rates in effect at the time of purchase in which such fees and charges are incurred (such fees, charges and taxes shall collectively be referred to as "Fees"). Modulus reserves the right to change the amount of, or basis for determining, any Fees, and to institute new Fees at any time.
13. CFTC and SEC Disclaimer.
Hypothetical performance results have many inherent limitations, some of which are described below. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown. In fact, there are frequently sharp differences between hypothetical performance results and the actual results subsequently achieved by any particular trading program. One of the limitations of hypothetical performance results is that they are generally prepared with the benefit of hindsight. In addition, hypothetical trading does not involve financial risk, and no hypothetical trading record can completely account for the impact of financial risk in actual trading, for example, the ability to withstand losses or to adhere to a particular trading program in spite of trading losses are material points which can also adversely affect actual trading results. There are numerous other factors related to the markets in general or to the implementation of any specific trading program which cannot be fully accounted for in the preparation of hypothetical performance results and all of which can adversely affect actual trading results.
Modulus does not promote stocks in the software or on the web site. Modulus does not receive any compensation from companies whose stocks appear in the software or on the web site and Modulus has no financial interest in the outcome of any stock trades mentioned therein.
14. Termination. We may terminate your access to all or any part of Modulus at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions in your Account settings. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
15. Warranty Disclaimer.
a. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no control over, and no duty to take any action regarding:
i. which users gains access to Modulus;
ii. what Content you access via Modulus;
iii. what effects the Content may have on you;
iv. how you may interpret or use the Content; or
v. what actions you may take as a result of having been exposed to the Content.
b. You release us from all liability for you having acquired or not acquired Content through Modulus. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any Content contained in or accessed through Modulus, and it will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through Modulus.
c. Modulus AND ALL CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) Modulus WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH Modulus IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING Modulus WILL MEET YOUR REQUIREMENTS. YOUR USE OF Modulus IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
d. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC 2701-2711): WE MAKE NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SERVICES OR ANY WEBSITE LINKED TO THE SERVICES. We will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on our equipment, transmitted over networks accessed by Modulus, or otherwise connected with your use of Modulus.
16. Arbitration. For any dispute you have with Modulus, you agree to first contact us and attempt to resolve the dispute with us informally. If Modulus has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitration will be conducted in Maricopa County, Arizona. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, except that Modulus will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Modulus service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Modulus ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
17. Indemnification. You shall defend, indemnify, and hold harmless us, our affiliates and each of their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, Modulus, Content, or which otherwise arise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
18. Limitation of Liability. IN NO EVENT SHALL WE, OUR AFFILIATES NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, REPRESENTATIVES OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO Modulus (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL SUCH LIABILITY EXCEED ANY DAMAGES IN EXCESS OF THE AMOUNT YOU PAID FOR Modulus OR THE Modulus APPLICATION IN THE AGGREGATE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
19. Governing Law and Jurisdiction. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Arizona, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and federal courts of Maricopa County, Arizona.
20. Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to Modulus, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to Modulus. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable.
a. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
b. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of its rights and obligations hereunder without consent.
c. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
d. Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e- mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
e. No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will do so in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver, provided by one of its authorized representatives.
f. Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect
22. Contact. You may contact us: by mail at 9375 E Shea Blvd Suite 100, Scottsdale, AZ 85260. Only mail pertaining to legal matters may be sent to this address. No other communications will be accepted or responded to. For all other communications, contact Modulus as described on the website.
Last update: 4/3/2015