Reach Pros, Inc.(Owner & Operator of Merchant Centric)

Merchant Centric Terms of Use

Thank you for your interest in Merchant Centric. Our mission is to help local businesses become more successful through their online marketing. This means everything we do is with the intent to help you, the local merchant, and this is why we named the service Merchant Centric. As a conscientious business owner, you understand the need for terms of use, and unfortunately Merchant Centric is no different. Following are our Terms of Use and the “legalese” we need to share with you (the “Terms of Use”).

The Merchant Centric Site is owned and operated by Reach Pros, Inc. (“we,” “us,” and “our”). Everyone who uses the Service must agree to the Terms of Use. The Terms of Use are important and should be carefully read because they include legal disclosures that are necessary to give us the clear authority to protect your user experience, while at the same time, protecting our ownership in this Site which our employees have worked countless hours to build. We are very serious about protecting both of these rights. In order to use the Service, you must agree to the Terms of Use by clicking the “I accept the Terms of Use” check box. If you have any questions about the Terms of Use, please contact us.

IMPORTANT – PLEASE READ CAREFULLY: THE TERMS OF USE CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN YOU AND US AND APPLY TO YOUR USE OF THE SERVICE. BY CLICKING ON THE “I AGREE” BUTTON OR OTHERWISE ACCESSING OR USING THE SERVICE, WE ARE IN RETURN CREATING AND MAINTAINING AN ACCOUNT FOR YOU AND APPLYING OUR INTELLECTUAL PROPERTY, TIME AND RESOURCES TO SERVICING YOU AND YOUR ACCOUNT; AS SUCH, YOU AGREE AND ACKNOWLEDGE TO BE BOUND BY THE TERMS OF USE. WHEN YOU DO, WE WELCOME YOU AS OUR CLIENT (“Client”). IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, PLEASE DO NOT CREATE YOUR ACCOUNT AND/OR USE THE SERVICE.

WE RESERVE THE RIGHT TO MODIFY THE TERMS OF USE AT ANY TIME; HOWEVER, ANY MODIFICATION SHALL ONLY BE EFFECTIVE UPON MERCHANT CENTRIC PROVIDING YOU WITH WRITTEN NOTICE AND THE PARTIES EXECUTING A WRITTEN AGREEMENT TO BE BOUND BY ANY MODIFIED TERMS OF USE (“AMENDMENT AGREEMENT”), SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES. ALL MATERIAL MODIFICATIONS WILL APPLY PROSPECTIVELY ONLY.

  1. Authorized Use

Subject to the terms and conditions of the Terms of Use, we grant to you a non-exclusive, non-transferable, limited license, without the right to grant sublicenses, to access and use the Service solely for the internal business purposes of the business that the Account is created for (see 2. Registration). You will not use the Service other than as expressly permitted above. Without limiting the foregoing, you (i) may not (or cause or permit any third party to) modify, change, adapt, reverse engineer, disassemble, decompile or create any derivative work based upon the Service or underlying software or technology, or disclose, assign, rent, sublicense or otherwise transfer or dispose of the Service or underlying software or technology to any third party, (ii) may not publish or provide any results of any tests run, accounts or other information regarding the Service to any third party without our prior written consent or permit any third party to perform such tests, and (iii) may not delete, remove or obscure any of our proprietary notices on the Site or any related documentation or other materials provided or disclosed by us to you.

  1. Registration

You are required to register and create a unique, password-protected account (“Account”) in order to access and use the Service. You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. We reserve the right to delete your Account without warning if you are found to have misrepresented any registration information submitted. You are responsible for maintaining the confidentiality of your password and email address. You agree to (a) immediately notify us of any unauthorized use of your password or Account, or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. You will be solely responsible for safeguarding your password and also for any actions under your password and Account, whether authorized by you or not. You agree and verify that you are the business owner, or authorized representative with the authority to agree to the Terms of Use on behalf of the business owner, for the business associated with the phone number and business name used to create your Account.

  1. Replies to Third-Party Reviews and Reply Library

We may reply on third-party sites to a third-party review of your products and/or services (“Third-Party Review”) as part of the Service. If you elect to use this service, you expressly authorize us to reply to Third-Party Reviews on your behalf and such replies are referred to generally as “Review Replies” or a “Review Reply” when referring to one reply. Authorization to reply to Third-Party Reviews will authorize us to reply to all Third-Party Reviews per the process below; provided that we cannot guarantee that Review Replies will be successfully submitted or posted by the third party sites hosting the Third-Party Reviews.

A Review Reply that is written and submitted by us and is not part of a library of possible replies that we create and update from time to time for use for all of our clients (such library referred to as our “Reply Library”) is a “Custom Reply.”

For Review Replies that are not Custom Replies, you may select a reply from the Reply Library (“Library Reply”). You may elect to modify the Library Reply (an “Edited Reply”) or craft your own reply that does not use any of a Library Reply (“Own Reply”).

A Review Reply is submitted in response to a Third-Party Review based on the procedures listed above and all such submitted Review Replies are deemed approved by you and submitted on your behalf.

All copyright rights in the Reply Library are the sole property of ours and no rights of any kind in the Reply Library are granted to you except for the limited right to have a Library Reply or an Edited Reply submitted as a Review Reply. You agree not to sell access to, compile summaries of, catalog, distribute or reproduce any portion of the Reply Library nor modify any of the Reply Library except when creating an Edited Reply pursuant to the above. You own all copyright rights in a Custom Reply, the portion of an Edited Reply that you create and an Own Reply. You agree that we may elect to use any of a Custom Reply and the modified or edited portions of an Edited Reply you create when updating our Reply Library except we will never update our Reply Library using any content that identifies or uses your name.

Your use of this Service is at your sole risk and you acknowledge that reactions to Review Replies are not predictable and may vary widely. We cannot guarantee the reviewer’s reaction to Review Replies, nor that of any other party, and you acknowledge that such reactions may be adverse to your best interests. Moreover, third-party sites may lock elements of your listing information as a result of submitting Review Replies or possibly even remove your listing from that site. You hereby release us from all claims and liability from any and all adverse reactions to our replies to Third-Party Reviews.

  1. Third-Party Sites

Our Service will apply to certain third-party sites and the third-party sites may change over time, so no specific third-party site is guaranteed to be reviewed or monitored through our Service. We may provide your information and content to third-party sites (“Business Listings”) as part of the Service. You expressly authorize us to use your credentials to access your Business Listings on third-party sites on your behalf. Authorization to access your Business Listings will authorize us to submit, edit, delete, change and/or modify, all Business Listings (collectively “Business Listing Changes”) on third-party sites and store such information on our Site; provided that we cannot guarantee that our Business Listings Changes will be successfully submitted or posted by the third-party sites hosting the Business Listings. Furthermore, authorization to access your Business Listings will authorize us to access information about your Business Listings on another site, including, their performance, and retrieve and store such information on our Site. We may discuss Business Listing Changes with you beforehand, but we are not required to do so. As between you and us, such Business Listing Changes when appearing on a third-party site will be deemed your content. Your use of this Service is at your sole risk and you acknowledge that reactions to our Business Listing Changes are not predictable and may vary widely. We cannot guarantee the consumer reaction to our Business Listing Changes, nor that of any other party or third-party site, and you acknowledge that such reactions may be adverse to your best interests. Moreover, third-party sites may lock elements of your Business Listing as a result of submitting Business Listing Changes through our Service or possibly even remove your Business Listing from their site. You hereby release us from all claims and liability from any and all adverse reactions to our Business Listing Changes.

The Service may also involve or provide links to third-party sites or resources and contain third-party advertisements. We have no control over such sites and resources and you acknowledge and agree that we are not responsible for the availability of such sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. 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 inability to use (i) any third-party sites or resources that we service through the Service or provide links to or that provide links to the Service, or (ii) any content, goods, or services available on or through any such third-party sites or resources. Your dealings with, or participation in promotions of, any such third-party sites or resources including, without limitation, third-party advertisers or other third-party providers of goods or services found on or through the Service and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party site owner, advertiser or provider.

  1. Reservation of Rights

You acknowledge that the Service and the underlying software and all intellectual property rights therein, including copyrights, patent rights, trade secret rights and trademark rights, are owned by us. All rights not expressly granted herein are reserved by us. You expressly agree that any breach of the license grant by you is a material breach of the Terms of Use. Except as expressly and specifically set forth in the Terms of Use, nothing herein shall be construed as granting to you any property right, by license, implication, estoppel or otherwise, to any of our intellectual property rights.  For those Services that designate a deliverable of such Service as a “Client Owned Deliverable”, we transfer to you and you will own all copyright rights in the tangible, written deliverable for such Service (such deliverable is a “Client Owned Deliverable”).  Any transfer to you of copyright rights in a Client Owned Deliverable does not transfer or license to you any rights to use, display, perform or exercise rights in any intellectual property used or practiced to provide such Client Owned Deliverable, such as by way of example and without limitation, methods and techniques performed while providing the Service that results in a Client Owned Deliverable.  Any methods or techniques that we use to provide a Client Owned Deliverable is our proprietary and confidential information and you agree not to use or disclose such methods or techniques.

Merchant Centric, Reach Pros and their associated logos are either registered trademarks or trademarks of ours. All other company names, logos and other identifying marks that may be listed as part of our Service may be trademarks of their respective owners. WE DO NOT CLAIM ANY OWNERSHIP IN ANY THIRD PARTY’S TRADEMARKS NOR DO WE CLAIM ANY SPONSORSHIP, ASSOCIATION WITH OR ENDORSEMENT BY SUCH THIRD PARTIES.

  1. Feedback Rights

If you provide any feedback to us about the Service (“Feedback”), you acknowledge our need to be able to freely use such Feedback and to own any improvements to the Service (e.g., improvements, fixes, errors, bugs, etc.) made by using or incorporating such Feedback. Accordingly, you hereby assign to us any rights you may have, including all intellectual property rights, in the Feedback and we may exercise our ownership rights to such Feedback and intellectual property rights without compensation, attribution or accounting. Without additional consideration, you agree to perform all acts reasonably necessary to perfect our rights in such intellectual property.

  1. Confidentiality

We agree to use the same care to protect your confidential information that we use to protect our own confidential information. We will not disclose or use any of your confidential information for purposes not contemplated by the Terms of Use.

  1. Your Subscription

By subscribing to the Service, you expressly agree to pay periodic subscription fees, corresponding to your subscription plan, plus any applicable tax, under the terms set forth in the “Billing for Services” section of the Order Form accompanying these Terms of Use.

You hereby authorize us to automatically invoice you for fees in the Order Form and you agree to pay all amounts when due until the termination/expiration of the Agreement, whichever comes first. At the expiration of the Initial Term this subscription will automatically renew, pursuant to the terms set forth in the “Billing for Services” section of the Order Form accompanying these Terms of Use.

Our Site is our property and all interactions on this Site must be lawful and must comply with the Terms of Use. We have the sole discretion to determine what constitutes an appropriate use of the Site, and we reserve the right to terminate or restrict your use of the Service after providing you with fifteen (15) business days’ written notice and an opportunity to cure any purported problems within those fifteen (15) business days, except we may terminate your use of the Service on no notice if your continued use of the Service will cause irreparable or significant harm to us or other Service clients or will result in violations of law or infringement of a third party’s rights.

  1. Cancellation

You may cancel your subscription from automatically renewing pursuant to the terms set forth in the “Billing for Services” section of the Order Form accompanying these Terms of Use Notwithstanding the foregoing, either Party has the right to terminate this agreement upon any of the following occurrences: (i) any breach by the other Party of any promises, obligations, or covenants contained in this agreement or applicable law, which breach remains uncured after the non-breaching party has given ten (10) business days’ written notice of such breach; (ii) the assignment of this agreement that violates this Agreement; (iii) either Party ceases to conduct its operations, becomes insolvent, files or becomes subject of a bankruptcy petition, or is placed in receivership.

Immediately upon termination, cancellation or expiration of this agreement, we will return your account information for the websites that do not allow you to create an additional user account to access your information on such websites. In any case, you will be responsible for creating additional user accounts to access the websites that allow you to create additional accounts to access your information.

Unless explicitly stated otherwise in this Agreement, the Parties will have no further obligations to the other Party upon the termination, cancellation or expiration of the Agreement except you will pay Merchant Centric all fees incurred and owing through the date of termination, cancellation or expiration within thirty (30) days of termination, cancellation or expiration of the Agreement.

  1. Your Information & Conduct

You shall be responsible for the accuracy, quality and legality of any information that you supply to us and for the means by which you acquired such information. You represent and warrant that (i) your information does not and will not violate third-party rights of any kind, including, without limitation, any intellectual property rights or rights of publicity and privacy, (ii) you will use the Service in compliance with all applicable federal, state and local laws, regulations and rules including, without limitation the CAN-SPAM Act 2003. You agree not to engage in any of the following prohibited actions: (i) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ii) interfering with the proper working of the Service; (iii) bypassing the measures that we may use to prevent or restrict access to the Service; or (iv) transmitting any viruses, worms, defects, Trojan horses or other items of a destructive nature.

  1. Email Alerts

You may receive periodic emails containing information as part of the Service and the types of these emails may vary depending upon your use of or the level of fees you pay for the Service. Such emails may contain information about how you can elect to stop receiving these types of emails or a feature of the Service may permit you to stop receiving these types of emails. You are always free to exercise any options we make available to you to stop receiving these types of emails but you acknowledge that exercising such option may limit the information provided by the Service.

  1. Anonymous Data Collection

We shall have the right to utilize data capture, syndication, analysis tools, and other similar tools to extract, compile, synthesize, and analyze any non-personally identifiable data or information (such non-personally identifiable data or information is “Data” and such results, extractions, compilations and work product resulting from extractions, compilations, synthesis and analysis are “Resulting Anonymous Data”), to the extent permitted under applicable law and this Agreement, resulting from your use of the Service including from any Confidential information provided by you. Merchant Centric will handle any such Confidential information used by us or in our possession or control in accordance with its obligations under Section 8, above. All Resulting Anonymous Data is owned solely by us and all Data shall be solely owned by us (unless Data was already the property of another party, including but not limited to you) and may be used by us for any lawful business purpose without a duty of accounting to you provided that the Data and the Resulting Anonymous Data are used only in an aggregated form, without identifying or displaying the source of the Anonymous Data. Further information about how we collect and use information from you is provided in our then current version of our privacy policy located on the site, and such privacy policy is incorporated by reference into these Terms of Use. However, we agree that to the extent any changes, amendments, or modifications are made to our privacy policy after this Agreement is first entered into by us, impose any additional obligations, duties, covenants, or responsibilities on you, you will not be bound by those additional obligations, duties, covenants, or responsibilities unless you expressly agree to be bound, in a separate writing, signed by a duly authorized representative.

  1. Warranty Disclaimer

THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS, AND YOU AGREE TO USE IT AT YOUR OWN RISK. WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. WE MAKE NO GUARANTEES REGARDING THE QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, OR USEFULNESS OF SERVICE OR RESULTS OBTAINED THEREFROM. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OF ANY KIND WHATSOEVER, WHETHER STATUTORY, EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ALL MARKETING DECISIONS WILL BE MADE BY YOU. YOU ACKNOWLEDGE AND AGREE THAT WE MAY PROVIDE RECOMMENDATIONS AS TO MARKETING STRATEGIES AND ACTIONS, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL DECISIONS OF WHETHER OR NOT TO ACCEPT A RECOMMENDATION WILL BE MADE BY YOU. WE SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY MARKETING DECISIONS MADE BY YOU REGARDLESS OF WHETHER OR NOT YOUR DECISION WAS BASED ON RECOMMENDATIONS, REPORTS OR OTHER INFORMATION PROVIDED TO YOU BY US.

AS PART OF THE SERVICE, WE COLLECT AND COMPILE INFORMATION FROM MULTIPLE THIRD-PARTY RESOURCES WITH VARYING DATA QUALITY. WE DO NOT ATTEMPT TO INDEPENDENTLY VERIFY THE COMPLETENESS, ACCURACY, AUTHENTICITY OR APPROPRIATENESS OF THE INFORMATION THAT WE COLLECT AND SUPPLY. ACCORDINGLY, THE INFORMATION IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. ANY USE OR RELIANCE UPON THE INFORMATION BY YOU SHALL BE AT YOUR OWN RISK.

You hereby acknowledge the above disclaimers, and unconditionally and irrevocably release and forever discharge us, of and from all, and all manner of, actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, claims, and demands whatsoever in law or equity, which you ever had, now have, or shall, or may have for or by reason of any matter, cause, or thing whatsoever arising out of the use of the Service. If you are a California resident, you hereby waive the provisions of Section 1542 of the California Civil Code, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

  1. Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE FOR ANY LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE AND/OR SOFTWARE OR ANY OTHER SUBJECT MATTER OF THE TERMS OF USE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SERVICE (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE LESSER OF THE TOTAL AMOUNT PAID BY YOU TO MERCHANT CENTRIC OR THE AMOUNT OF SIX MONTH’S SUBSCRIPTION FEES ON YOUR SUBSCRIPTION PLAN. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  1. Indemnification

You agree to indemnify us, defend us and hold us harmless from and against any claims, actions, losses, damages or other liabilities, including, but not limited to, attorney fees, that arise out of or result from any claim relating to, or arising out of, or in connection with, (i) your breach of any representation, warranty, covenant, obligation or agreement as set forth in the Terms of Use; (ii) any publishing of an Own Reply or the portions of an Edited Reply that you created or (iii) any defamatory or illegal, or allegedly defamatory or illegal, material transmitted through the Service by you, any authorized party or any other person or entity that gains access to the Service through you.

Merchant Centric agrees to indemnify you, defend you and hold you harmless from and against any actions, claims, losses, damages or other liabilities, including but not limited to, attorney fees (each a “Claim” and collectively “Claims”) arising out of, or in connection with (i) Merchant Centric’s breach of any representation, warranty, covenant, obligation, or agreement as set forth in the Agreement; or (ii) any claims or allegations that Services and/or your use of Services infringes upon any intellectual property or related rights of any third party, unless such Claim arises from your gross negligence or willful misconduct.

  1. Basis of the Bargain

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING SECTIONS ON INDEMNIFICATION, WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

  1. Merchant Centric’s Warranties

Merchant Centric hereby represents and warrants as follows: (i) Merchant Centric has full power and authority to enter into this Agreement and to perform its obligations under this Agreement, and that the execution, delivery, and performance of this Agreement have been duly authorized by all requisite corporate action on the part of Merchant Centric; (ii) Merchant Centric will comply with all applicable laws relating to the performance of its obligations under this Agreement and provision of the Services; (iii) Merchant Centric’s execution, delivery and performance of this Agreement, will not constitute a violation of any judgment order or decree binding on Merchant Centric; a breach under any contract by which Merchant Centric is bound; or an event that with notice or lapse of time, or both, constitute such a breach.

  1. Independent Contractors

The parties are independent contractors of the other and will so represent themselves in all regards. No party is the agent of the other and no Party may bind the other in any way. The Parties agree that no employee, agent, or contractor of Merchant Centric is an employee of yours (and vice versa). Nothing contained in this Agreement is construed or considered by the Parties or by any third party to create the relationship of principal and agent, partnership or joint venture, employer-employee or to create any association between Merchant Centric and you or the other Party’s respective agents, employees, representatives, or contractors, except as described herein. The supervision, management, payment of all salaries, provision of meal and rest periods, provision of work-related supplies and expenses, compensation, withholding taxes, unemployment insurance premiums, health and welfare benefits or similar charges associated with the employment of Merchant Centric’s employees shall be the sole responsibility of Merchant Centric (and vice versa). Merchant Centric agrees to indemnify and hold harmless you and your employees, agents, contractors, officers, directors, shareholders, parents, subsidiaries, affiliates, and representatives, from any and all Claims related to the foregoing.

  1. Notice

Any notices or other communications given hereunder shall be in writing and shall be deemed to have been duly given (i) on the date delivered if delivered by personal delivery or by overnight service (such as FedEx), or (ii) on the third (3rd) business day after mailing via U.S. registered or certified mail, first class, postage prepaid. Any notice or other communications given hereunder shall be addressed as follows; provided that either Party may specify a different address by written notice to the other Party in accordance with this Section:

To: 
Merchant Centric
Attn: Connie Shelton, Chief Client Success Officer
31365 Oak Crest Dr., Ste. 100
Westlake Village, CA 91361
Connie@MerchantCentric.com

  1. Miscellaneous

You shall not assign or delegate your rights under this Agreement, directly or indirectly, by operation of law or otherwise, without the other Party’s prior written consent. Any attempt by a Party to assign its rights or delegate its duties in contravention of the preceding sentence shall be void from the beginning. Subject to the foregoing, the Terms of Use shall bind and inure to the benefit of the successors and permitted assigns of the parties. This Section along with Sections 6-19 shall survive any expiration or termination of the Terms of Use. Furthermore, all representations, warrants, releases, acknowledgements and assignments made by you in the Terms of Use, including but not limited to those in sections 3, 4, and 5 shall survive any expiration or termination of the Terms of Use. The Terms of Use will be governed by the laws of the State of California regardless of its principles regarding conflicts of laws. This is the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of the Terms of Use shall be valid unless in writing signed by each party. If any provision of the Terms of Use is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Terms of Use shall remain in full force and effect. You acknowledge that the Service has unusual and extraordinary value, and that the prospective breach of any provision of the Terms of Use by you may cause us great and irreparable harm, for which remedies available at law may be inadequate. We shall be entitled to seek equitable relief to protect its intellectual property rights that are the subject matter of the Terms of Use without prejudice as to other relief available at law.