Terms and Conditions

Effective Date: December 27, 2019
Last Updated: August 5, 2020

Creative Artist COMMISSION BASED, NAME, IMAGE, LIKENESS AND LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING “I ACCEPT AND AGREE,” YOU AGREE TO THESE TERMS AND CONDITIONS.
THIS AGREEMENT CONTAINS WAIVERS AND RELEASES OF SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE THE COMPANY, AND YOUR ASSUMPTION OF CERTAIN RISKS, SO PLEASE REVIEW THIS AGREEMENT CAREFULLY.
This Creative artist Commission based NIL and License Agreement (this “Agreement”) is a legally binding contract that governs our use of your art submissions entitled “AMG, Art By AMG or Artest Management Group” , with subject to program name change, (together, the mobile app and related website are referred to herein as the “App” or “Website), which helps users and visitors submit and upload art for AMG’s entities to market to users, visitors and buyers to sell for commission. The Program is offered by ARTEST MANAGEMENT GROUP, INC (“Developer”, “we” or “us”). By downloading, accessing, and using the App and website, you signify your agreement to and acceptance of this Agreement, and you acknowledge that you have read the terms of our Privacy Policy, which you can find at https://amg.enki.tech/privacy (the “Privacy Policy”).
1) License to Use the users, visitors and or art owned by the owner.
a) During the Term (as defined in para.11)a) below), Owner of the art submitted and uploaded hereby grants Artest Management Group Inc a nonexclusive license to sell the official art pieces to buyers for 25% commissions. The Owner of the art also reserves the right to submit a request for AMG to reproduce the art for additional revenue and 25% commission fees to AMG Inc. Provided you comply with the Terms and conditions set forth below in para. 1)b) (Restrictions on usage and NIL and License Rights). Such license does not include any third party, and will not permit any such use.
b) Restrictions on NIL and License Rights. Copies of the art created or transferred pursuant to this Agreement are licensed and we’ve received no title to or ownership of any copy or of the art itself. We receive non exclusive rights to the Art other than those specifically granted in para. 1)a) above.
c) IP Rights to the art. Artist retains all rights, title, and interest in and to the art and all graphics produced by the art owner, as well as all Content created by the artist. We recognize that the art and its components are protected by copyright and other laws. All of the content that appears on the art, including without limitation all designs, illustrations, icons, photographs, video clips and written materials, as well as the compilation of the art, and any other materials, is Artest Management Group Incs (the licensors) non-exclusive property. Unless otherwise indicated, we are the non-exclusive vendors of all trademarks, service marks, and trade names that appear on the art and the overall “look and feel” of the art (collectively the “Marks”).
2) Accounts, Passwords and Security
a) We may permit or require art owners and or representaives to create an account to participate in certain features or to secure additional benefits. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from us. You agree not to misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name or likeness, or provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide, including contact information for a parent or guardian.
b) You are responsible for taking reasonable steps to maintain the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your account or the App.
3) Art Owners, Representatives, Visitors, User Generated Content
a) We may allow art owners and representatives to communicate, submit, upload or otherwise make available text, images, audio, video, competition entries or other content via the App and website. This may include feedback, communications, correspondences, information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials that you submit or send to us, and may involve messaging services, chat services, bulletin boards, message boards, blogs, commenting sections, other forums and other such services available on or through the App. (including, but not limited to, that which you submit or post to our chat rooms, message boards, survey responses, and/or the App, or send to us via e-mail) (collectively, “User Generated Content”). User Generated Content may be accessible and viewable by the other members of our service or the public, will be deemed not to be confidential or secret, and may be used by us in any manner consistent with the App’s Privacy Policy.
b) You retain all your ownership rights in your User Generated Content; however, you grant us a perpetual, non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, adapt, translate, create derivative works based upon, publicly perform, make available and otherwise exploit such User Generated Content, in whole or in part, in all media formats and channels now known or hereafter devised (including in connection with the App and on third-party sites and platforms), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity.
c) By submitting or sending User Generated Content to us, you: (i) represent and warrant that your User Generated Content conforms to this Agreement, that you own or have the necessary rights and permissions, without the need for payment to any other person or entity, to use and exploit, and to authorize us to use and exploit, your User Generated Content in all manners contemplated by this Agreement, and (ii) you grant us and our partners and affiliates a royalty-free, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and incorporate in other works any User Generated Content (in whole or part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against us or our licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights.
d) In the event that we authorize you to create, post, upload, distribute, publicly display or publicly perform User Generated Content which requires the use of our works proprietary to us (including applicable copyright, trademark, and publicity rights), we grant you a non-exclusive license to create a derivative work using such proprietary works as required for the purpose of creating such materials, provided that such license will be conditioned upon your assignment to us of all rights in the work you create. If such rights are not assigned to us, your license to create derivative works using our copyrighted works will be null and void.
e) We have the right but not the obligation to monitor, screen, post, remove, modify, store and review User Generated Content or communications sent through or to the App, at any time and for any reason, including to ensure that the User Generated Content or such communications conforms to this Agreement, without prior notice to you. We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by you or others.
f) Developer may manage any of User Generated Content containing personally identifiable information as set forth in Developer’s Privacy Policy, currently posted at the address indicated above. The Privacy Policy applies only to the App and does not apply to any third party website or service linked to the App or recommended or referred to through the App by Developer or other App users.
g) YOU UNDERSTAND AND AGREE THAT SHARING CONTENT ONLINE INVOLVES RISKS OF UNAUTHORIZED DISCLOSURE OR EXPOSURE AND THAT, IN SUBMITTING USER GENERATED CONTENT TO OR TRANSMITTING IT THROUGH THE APP, YOU ASSUME THESE RISKS. Developer offers no representation, warranty, or guarantee that User Generated Content will not be exposed or disclosed through the App or through errors or the actions of third parties.
h) Right to Retain, Delete or Suspend Access. You agree that you will not rely on the App for backup or storage of User Generated Content. Developer may retain User Generated Content even if you are no longer using the App but is not required to provide copies of User Generated Content to you. Developer may permanently delete or erase User Generated Content or suspend your access to User Generated Content through the App at any time and for any reason.
i) In the course of your use of the App and/or the services made available on or through the App, you may provide or be asked to provide certain personalized information to us (such information referred to hereinafter as “User Information”). Our information collection and use policies with respect to the privacy of such User Information are set forth in the App’s Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information.
4) Prohibited User Conduct.
a) In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you will not upload, post, transmit, distribute or otherwise publish through the App or any service or feature made available on or through the App, any materials which (i) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, or sexually explicit; (ii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; or (iii) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right.
b) While using the App and the various services, contests, features and functionality offered on or through the App, you will not:
i) violate any local, state, or national law, order, ordinance, or regulation, including but not limited to facility closures, attendance limitations, use of masks, sanitation, distancing, or other restrictions arising from a public health emergency such as COVID-19;
ii) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the App;
iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the App’s source code;
iv) impersonate any person or entity or misrepresent your affiliation with any other person or entity;
v) insert your own or a third party’s advertising, branding or other promotional content into any of the App’s content, materials or services, RSS feed or a podcast received from us or otherwise through the App), or, except as otherwise specifically authorized in this Agreement or on the App use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes;
vi) attempt to gain unauthorized access to other computer systems through the App;
vii) engage in spidering, web scraping, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, lists of users or other information from or through the App or the services offered on or through the App, including without limitation any information residing on any server or database connected to the App or the services offered on or through the App, or any other automatic means of obtaining information through any software that simulates human activity or any bot or web crawler;
viii)use the App or the services made available on or through the App in any manner that could interrupt, damage, disable, overburden, or impair the App or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;
ix) use the App or the App’s services or features in violation of our or any third party’s intellectual property or other proprietary or legal rights;
x) use the App or the App’s services in violation of any applicable law (including laws governing the protection of personally identifiable information and other laws applicable to the protection of User Generated Content);
xi) provide App passwords or other log-in information to any third party;
xii) share non-public App features or Content with any third party; or
xiii)access the App in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the App, or to copy any ideas, features, functions or graphics of the App.
c) If Developer suspects that you have violated any of the requirements of this para. 4), Developer may suspend your access to the App without advance notice, in addition to other remedies Developer may have. Developer is not obligated to take any action against you or any other App user or other third party for violating this Agreement, but Developer is free to take any such action it sees fit.
5) Paid Transactions.
a) The Order Process
i) Subscription Fees. you agree to pay Developer the fee set forth in your order on the dates required therein. Developer will not be required to refund fees under any circumstances.
ii) You will have the opportunity to review and confirm your order, including delivery address (if applicable), payment method, product details, and price (including shipping and tax fees). Your confirmation will serve as your agreement to the terms of sale, and we will send to you a notice when we accept your order and our acceptance will be deemed complete and for all purposes to have been effectively communicated to you at the time we send such notice. The risk of loss in any goods you purchase and the responsibility to insure them passes to you upon our delivery to the carrier (such as FedEx, UPS, or USPS).
iii) We reserve the right to refuse or cancel any order prior to delivery in our sole discretion. We also may require additional verification or information before accepting an order. We will contact you if any portion of your order is cancelled or if additional information is required to accept your order. If your order is cancelled after we have processed your payment but prior to delivery, we will refund your payment.
b) Exchanges; Returns
i) If you purchased merchandise from the App and want to exchange it for a different color, size or style, you can do so by returning the item, within 10 days of receiving the shipment to the return address listed on our website. All exchanges are dependent on current stock. You are financially responsible for any shipping and customs fees involved in an exchange. Unless otherwise stated, you can return any item(s) for a refund by sending it to the address listed on our website with a copy of the original invoice. Item(s) purchased from the App must be returned in new, unused condition and in order to receive a refund. A refund will be issued in the original form of payment. We will not refund the original shipping charges.
c) Payments and Billing
i) When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information. We reserve the right to utilize third party credit card updating services to obtain current expiration dates on credit cards.
d) International Shipping; Customs. When ordering goods for delivery to outside of the United States, you may have to pay import duties and taxes levied. These and any additional charges for customs clearance must be borne by you.
e) Exempted Transactions. This para. 5) provides the baseline protocol for all paid transactions. Notwithstanding the foregoing, the protocol for paid transactions may be altered on a transaction-to-transaction basis. Such alterations will only apply for that specific transaction and prior notice will be provided to you of any alterations (E.g., notice provided to you that “This sale is final and this item may not be returned.”)
6) Personal Injury or Illness
a) Personal Injury and Illness. You understand that the athletic activities promoted or connected through the App (“Activities”) may be hazardous to any participant and observer. (For example, you may get hurt playing a game of basketball which you arranged through the App, or be inadvertently exposed to contagious viruses such as SARS-CoV-2 and COVID-19, Hepatitis, and/or other contagious diseases.) You understand and acknowledge that such exposure or infection may result in serious illness, personal injury, permanent disability, death, or property damage. You acknowledge that this risk may result from or be compounded by the actions, omissions, or negligence of others. You understand that Developer cannot guarantee that you will not become infected or injured while observing or participating in Activities, and that being on the premises where the Activities occur may increase your risk of contracting disease or suffering other injury.
b) NOTWITHSTANDING THE RISKS ASSOCIATED WITH OBSERVING OR PARTICIPATING IN THE ACTIVITIES, YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY ENTERING THE PREMISES WHERE THE ACTIVITIES OCCUR TO ENGAGE IN THE ACTIVITIES WITH KNOWLEDGE OF THE DANGER INVOLVED. YOU HEREBY AGREE TO ACCEPT AND ASSUME ALL RISKS OF PERSONAL INJURY, ILLNESS, DISABILITY, DEATH, OR PROPERTY DAMAGE RELATED TO COVID-19 OR OTHER DISEASE, ARISING FROM BEING ON THE PREMISES OR ENGAGING IN THE ACTIVITIES.
c) You also hereby release and forever discharge and hold harmless (a) Developer (as well as its affiliates, members, agents, officers, managers, representatives, heirs, executors, attorneys, employees, successors and assigns), together with (b) all venues at which such Activities occur (collectively, (a) and (b) are referred to as “Releasees”), from all liability for injury, illness, death, or property damage which arise or may hereafter arise from your participation in or observation of such Activities. You understand that this release applies whether caused by negligence of any Releasee. You also understand that no Releasee assumes any responsibility for or obligation to provide financial assistance or other assistance, including but not limited to medical, health, or disability insurance in the event of injury or illness. You hereby release and forever discharge Releasees from any claim whatsoever which arises or may hereafter arise on account of any first aid, treatment, or service rendered in connection with your participation in or observation of any Activities.
d) You are familiar with federal, state, and local laws, orders, directives, and guidelines related to COVID-19, including the Centers for Disease Control and Prevention (CDC) guidance on COVID-19. You will comply with all such orders, directives, and guidelines while observing or participating in the Activities, including, without limitation, requirements related to hand sanitation, social distancing, and use of face coverings. You agree not to observe or participate in the Activities or enter the premises where the Activities occur if you are experiencing symptoms of COVID-19, have a confirmed or suspected case of COVID-19, or have come in contact in the last 14 days with a person who has been confirmed to have or suspected of having COVID-19.
e) You understand that by signing this release, you are waiving any and all claims of any kind arising out of or attributable to your being on the premises or observing or engaging in the Activity and being exposed to or contracting disease, including those claims that may be unknown to you, or which you do not suspect to exist at this time. WITH THE INTENTION OF WAIVING ALL UNKNOWN AND UNSUSPECTED CLAIMS, YOU HEREBY EXPRESSLY WAIVE ALL RIGHTS, BENEFITS, AND PROTECTIONS I MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

7) Name, Image and Likeness. You hereby grant and convey unto Developer all right, title, and interest in any and all photographic images and video or audio recordings made by Developer or its agents during your participation in or observation of any Activities, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings. You hereby give permission to use your name, likeness, image, voice, and/or appearance as such may be embodied in any pictures, photos, video recordings, audiotapes, digital images, and the like, taken or made in connection with the Activities. You agree that Developer has or will have complete ownership of such pictures, etc., including the entire copyright, and may use them for any purpose, including, but not limited to illustrations, bulletins, exhibitions, videotapes, reprints, reproductions, publications, advertisements, and any promotional or educational materials in any medium now known or later developed, including the Internet. You acknowledge that you will not receive any compensation for the use of such pictures, etc., and you hereby release Developer and its agents and assigns from any and all claims which arise out of or are in any way connected with such use.
8) Indemnity. To the extent permitted by applicable law, you agree to defend, indemnify and hold Developer harmless, including its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access of the App; (ii) your violation of any term, condition, representation or warranty contained in this Agreement; (iii) your violation of any third party right stemming from your use of the App and any of the services contained therein, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Generated Content or User Generated Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the App.
9) DISCLAIMERS.
a) We make no representations concerning any content contained in or accessed through the App (or in any third party web or blog page to which we may direct you), and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the App.
b) THE APP AND ANY SERVICES CONTAINED THEREIN ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE APP OR ANY CONTENT ON SUCH SERVICES, WHETHER PROVIDED OR OWNED BY US OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THE APP AND ITS SERVICES ARE ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE APP AND ITS SERVICES WILL MEET YOUR REQUIREMENTS.
c) Interactions with Other Users. You agree that you are solely responsible for your transactions or other interactions, either through the App or through other means of communication, with other users of the App. you acknowledge that that Developer has no liability for any such interactions. Developer may monitor or become involved in disputes between you and other users of the App but has no obligation to do so.
d) Third Party Sites and Content. you understand that the App may contain or send you links to third party websites, applications or features not owned or controlled by Developer (“Third Party Sites”), and that links to Third Party Sites may also appear in Content available to you through the App. The App may also enable interactions between the App and a Third Party Site through applications that connect the App, or your profile on the App, with a Third Party Site. Through Third Party Sites you may be able to access Content from third parties that Developer does not control and/or share User Generated Content with others. YOU ACCESS THIRD PARTY SITES ENTIRELY AT YOUR OWN RISK, AND DEVELOPER WILL HAVE NO LIABILITY FOR YOUR USE OF OR ACCESS TO THIRD PARTY SITES AND/OR THIRD PARTY CONTENT.)
10) LIMITATION OF LIABILITY.
a) Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS PARA. 10) APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF DEVELOPER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this para. 10), Developer’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Developer’s liability limits and other rights set forth in this para. 10), apply likewise to Developer’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANYONE REPRESENTING US BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR (A) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) YOUR ACCESS TO, USE OF, OR RELIANCE ON ANY CONTENT PROVIDED THROUGH THE APP AND ITS SERVICES OR ANY ERRORS OR OMISSIONS IN ANY CONTENT; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE APP AND ITS SERVICES OR OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APP AND ITS SERVICES; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR APP AND ITS SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (I) FEES PAID TO US FOR THE APPLICABLE PRODUCTS; OR (II) $1000.00.
c) THESE LIMITATIONS APPLY WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11) Term and Termination.
a) Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue until terminated by either you or Developer.
b) Termination. Either party may terminate this Agreement for any reason at any time. you may terminate this Agreement by closing your account. Developer may terminate by notifying you in writing and closing your account.
c) Effects of Termination. Upon termination of this Agreement, you will cease all use of the App. The following paragraphs will survive termination of this Agreement: 3), 6), 8), 9), 10) and 12); and any other provision of this Agreement that must survive to fulfill its essential purpose. We reserve the right to terminate your license to use the App, terminate your account, or block or prevent your access to the App and any service contained therein, without providing you with notice or reason. In the event of termination, all rights and obligations under this Agreement will remain in force.
12) Miscellaneous.
a) You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. You affirm that you are over the age of 13, as the App is not intended for children under 13. If you are under 13 years of age you may not use or visit this App.
b) These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you. However, this Agreement, and any rights and licenses granted hereunder, may be assigned, transferred, or delegated in part or in their entirety by us without restriction and without your consent.
c) If any provision of these terms will be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from this Terms of Use and will not affect the validity and enforceability of any remaining provisions. The provisions of this Terms of Use, which by their nature should survive the termination of this Terms of Use, will survive such termination. No waiver of any provision of this Terms of Use by us will be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.
d) Independent Contractors. The parties are independent contractors. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
e) Notices. Developer may send notices to you by email at the email address provided by you, and such notices will be deemed received 24 hours after they are sent. You may send notices pursuant to this Agreement to Developer by email to info@xvsxsports.com, and such notices will be deemed received 72 hours after they are sent. In addition, you are on notice and agree that: (a) for claims of copyright infringement, the complaining party may contact info@xvsxsports.com; and (b) Developer will terminate the accounts of subscribers who are repeat copyright infringers.
f) Assignment & Successors. you may not assign this Agreement or any of your rights or obligations under this Agreement without Developer’s express written consent. Except to the extent forbidden in this para. 12)f), this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
g) Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
h) No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
i) Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the State of California, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. To the extent that arbitration is not required under para. 12)j) below, the parties consent to the personal and exclusive jurisdiction of the federal and state courts of Los Angeles, California. This para. 12)i) and para. 12)j) below govern all claims arising out of or related to this Agreement, including without limitation tort claims.
j) Dispute Resolution. Any legal disputes or claims arising out of or related to this Agreement (including without limitation claims related to the use of the App, the interpretation, enforceability, revocability, or validity of this Agreement, or the arbitrability of any dispute), that cannot be resolved informally will be submitted to binding arbitration in Los Angeles, California. The arbitration will be conducted by the American Arbitration Association under its then current rules, or as otherwise mutually agreed by you and Developer. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims must be brought within the statute of limitations or other time required by applicable law. you agree that you will bring any claim, action or proceeding arising out of or related to the Agreement in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of a representative, collective, or class proceeding. YOU ACKNOWLEDGE AND AGREE THAT YOU AND DEVELOPER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING IN ANY FORUM.
k) Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
l) Amendment. Developer may amend this Agreement from time to time by posting an amended version at its website and sending you written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless you first give Developer written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions for 30 days following the Proposed Amendment Date (unless either you or Developer first terminates this Agreement pursuant to para. 11), Term & Termination). your continued use of the App following the effective date of an amendment will confirm your consent to the Amendment. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.