Terms and Conditions
Last Updated: July 11, 2024
These Terms and Conditions (the “Agreement”) constitute a legal agreement between you, the “User” (sometimes referred to as “you” and “your) and Partner1 LLC (“we,” “us,” “our,” “ours,” and “Company”).
Company and User are sometimes individually referred to as a "Party" and collectively as the "Parties."
By accessing or using https://www.partner1.io (the “Website”) or the services provided by or on this Website (collectively referred to as the “Services”), you signify that you have read, understood, and agree to be bound by this Agreement.
This Agreement may be updated periodically and without prior notice to you. Your continued use of the Services constitutes your acceptance of such changes to the Agreement. For more information, refer to Section “Modification and Variation”.
In addition, when using the Services, you shall be subject to any posted policies, guidelines, or rules applicable thereto. You further agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
1. Use of Website and Services.
YOU MUST BE AT LEAST 18 YEARS OF AGE TO ACCESS AND VIEW THE WEBSITE AND SERVICES. IF YOU ARE YOUNGER THAN 18 YEARS OF AGE, DO NOT USE THIS WEBSITE OR SERVICES FOR ANY PURPOSE.
2. Privacy Information. Through your use of the Website or Services, you agree to the terms of our Privacy Policy which can be found here. By using the Website or Services, you authorize us to use your information in the United States and any other country where we may operate.
3. Acceptable Use.
3.1. You may only use the Website or Services for purposes expressly permitted by this Agreement. As a condition of your use of the Website or Services, you represent and warrant that you will not use the Website or Services for any purpose that is unlawful, offensive, and/or prohibited by this Agreement. You agree not to use the Website or Services in any way that could damage the Website, Services, or general business of the Company.
You further agree not to use the Website or Services (i) to harass, abuse, or threaten others or otherwise violate any person's legal rights, (ii) to violate any Intellectual Property, as defined below in Section “Intellectual Property,” rights of the Company or any third party, (iii) to upload or otherwise disseminate any computer viruses or other software that may damage the property of another, (iv) to perpetrate any fraud, (v) to engage in or create any unlawful gambling, sweepstakes, or pyramid scheme, (vi) to publish or distribute any obscene or defamatory material, (vii) to publish or distribute any material that incites violence, hate, or discrimination towards any group, or (viii) to unlawfully gather information about others.
3.2. Authorized Signatories. You agree that you have the power and authority necessary to enter into, deliver, and perform your obligations pursuant to this Agreement on behalf of yourself or the business identified. No further proof of authorization shall be required.
3.3. Technology Disclaimer. We are not liable for any losses or damages of any kind related to any websites, hosting platforms, or any other technology used in the delivery of the Services being unavailable or unusable for any reason whatsoever. You agree that you have the necessary Internet connection and other applicable technology to participate fully in the Services.
3.4. Notices. All notices or other communications required under this Agreement shall be in writing and shall be deemed effective when received and made in writing by either (i) hand delivery, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) overnight mail, or (v) email with a delivery receipt, return receipt that shows evidence of delivery or other evidence that such email was delivered to the recipients’ email addressed (your contact information is set forth in your order).
3.5. Educational Material. The information contained in the Website or Services are for informational and educational purposes only unless indicated otherwise, including any interactions with instructors and participation in any social media groups or chats, and shall not be understood or construed as professional advice. You are required to use you own judgement in applying the information provided on the Website or in the Services to your own personal circumstances. You also understand that any information presented by us is illustrative and is intended to be generally applicable information and is provided “as-is.”
4. Registered Users.
You do not have to register in order to visit the Website and access available features.
4.1. In order to access certain Services or Company Materials, as defined below in Section “License,” and to make use of the advanced personalization features of the Website, you may be required to register with a username and a password of your choice. After registering, you will be considered a “Registered User.” You agree to provide true, accurate, current, and complete information as required. You are solely responsible for the activity that occurs on your account. You agree to notify us immediately of any breach of security or unauthorized use of your account. We are not liable for any losses as a result of you or someone else using your password or account, either with or without your knowledge.
Being a Registered User gives you access to certain Services and functionality that we establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users. If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
Registered Users will have access to additional resources and select discounts.
If you subscribe to any membership program, you agree to the additional terms set forth in the Membership Agreement.
If you purchased consulting services, you agree to the additional terms set forth in the Consulting Agreement. In the event of a conflict between any language in this Agreement and the Consulting Agreement, the language of the Consulting Agreement shall apply.
4.2. Business Communications. You acknowledge that as a Registered User you may receive business-related communications from us such as announcements of purchased Services and administrative notices. You agree that these communications are not "unsolicited commercial email advertisements" and thus, subject to all applicable laws, you agree to receive these communications and acknowledge that you will not be able to opt out of receiving such communications.
5. Services.
5.1. Registered Users will be eligible to register for Services such as individual courses, a series of courses, workshops, briefings, or office hours for a fee. The fee structure for each of the Services will be clearly communicated to you on the Website when you purchase Services. For more information on registration, see Section “Registration.” You must complete the registration process, including payment of fees, to secure your spot in each desired Service. Fees are non-refundable except in the event of cancellation by us. You are expected to comply with all policies and terms set forth in this Agreement during each of the purchased Services.
5.2. Registration. You must be a Registered User to register for certain Services that we offer. All Registered Users are required to register in advance for online Services that we host. Registration details will be provided on the Website or through direct communication from us. Each Registered User is entitled to register one individual, and the registered individual must be the primary account holder or an authorized user associated with the account, unless otherwise stated on the Website. Registered Users must complete the registration process through the designated registration link or platform provided by us, and registration is subject to availability and may be closed once the maximum number of participants is reached.
5.3. No-Show and Late Cancellation. A no-show is defined as a User who fails to attend a scheduled Services, without prior notice. A late cancellation is defined as a cancellation made within 24 hours of the scheduled appointment time or Services start time. Each no show or late cancellation will count as one completed session towards the User’s allocated quota included in their Membership or purchase. You are encouraged to notify us as soon as possible if you need to cancel or reschedule an appointment. Rescheduling is subject to availability and must adhere to the terms outlined in this Agreement.
6. Terms of Sale.
6.1. We may sell goods or Services or allow third parties to sell goods or services on the Website. We undertake to be as accurate as possible with all information regarding the goods and Services, including product descriptions and images. However, we do not guarantee the accuracy or reliability of the information. You acknowledge and agree that all purchases you make through the Website are at your own risk.
6.2. Processing and Payment. We use third-party electronic payment processors (“Payment Processors”) to process payments. The processing of payments will be subject to the terms, conditions, and privacy policies of these Payment Processors in addition to this Agreement. By making a purchase, you agree to pay us through the Payment Processor and authorize us, through the Payment Processor, to charge your chosen payment provider. You further agree that we are not liable for any loss caused by any unauthorized use of credit cards or other methods of payment by a third party in connection with your use of the Services. The information that we provide to and receive from these Payment Processors and the manner in which such information is used and disclosed is described in further detail in the Privacy Policy.
Currently, we use Stripe, Inc. and HubSpot Inc. as our Payment Processors. You can access Stripe’s Terms of Service at https://stripe.com/legal/consumer and their Privacy Policy at https://stripe.com/privacy. You can access HubSpot’s Terms of Service at https://legal.hubspot.com/website-terms-of-use and their Privacy Policy at https://legal.hubspot.com/privacy-policy?hubs_content=www.hubspot.com/&hubs_content-cta=Privacy%20Policy.
6.3. No Chargebacks. Chargebacks are not permitted under any circumstances. If a chargeback occurs, we reserve the right to take legal action to recover the amount of the chargeback plus an additional 50% of the chargeback amount or the maximum allowed pursuant to applicable state law. Furthermore, you will be responsible for all legal fees and costs incurred by us in pursuing this action, regardless of the outcome.
You acknowledge and accept this policy and agree to refrain from initiating chargebacks. Failure to adhere to this policy may result in the termination of this Agreement and your Membership including associated privileges.
6.4. Pricing. You agree to pay the price stated at the time of your order, as well as any applicable taxes. Discount eligibility is determined at the time of the order and cannot be applied retroactively. Full and complete payment of all fees associated with one-time purchases are due before access to courses or materials. There are no cancellations or refunds.
6.5. Purchases. Each service is subject to the detailed terms that are posted online upon purchased regarding information such as pricing, availability, number of allowable downloads or views, or other terms related to such Services. In the event a detailed term is not posted, the terms in this Agreement shall apply.
6.6. Promotional Offers. Services where promotional offer apply, must meet the following conditions at the time of registration as well as any other terms and conditions listed in conjunction with the promotional offer.
a. Promotional offers are only applicable to US residents.
b. All promotional offers are non-refundable and cannot be combined with any other pre-existing or promotional discounts unless otherwise noted.
c. Promotional offers are restricted to availability and offered dates which are listed with each offer.
d. Company reserves the right to cancel or modify promotions at any time without prior notice.
7. License. We may provide you with certain information as a result of your use of the Website or Services. Such information may include, but is not limited to, documentation, data, or information developed by the Company, and other materials which may assist in your use of the Website or Services (referred to generally as the "Company Materials"). Subject to this Agreement, the Company grants you a single-use, non-exclusive, limited, non-transferable, and revocable license (“License”) to access, view and use the content provided on the Website. You are granted the right to download or print a copy of any portion of the Company Materials solely in connection with your use of the Website or Services. The Company Materials may not be used for any other purpose, and this license terminates upon your cessation of use of the Website or Services or at the termination of this Agreement. This License does not include use of data mining, robots, or other data gathering methods. You may not republish the Website or its content on any Internet, Intranet, or Extranet website or incorporate the Website or its content on any database, compilation, or generated hyperlink.
8. Intellectual Property. You agree that the Website and Services, including Company Materials, provided by us are the property of the Company, including all copyrights, trademarks, trade secrets, proprietary information, and other intellectual property ("Intellectual Property"). All ownership rights of Intellectual Property related to the Website and Services remain with us and you may not use or reproduce any of the content in any manner, without our express written consent. You agree not to reproduce or distribute Intellectual Property in any way, including electronically or via registration of any new trademarks, trade names, service marks, or Uniform Resource Locators (URLs), without our express written consent.
9. Reverse Engineering and Security. You agree (i) not to reverse engineer, or attempt to reverse engineer, or disassemble any code or software from or on the Website or Services and (ii) not to violate the security of the Website or Services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
10. Confidential Information.
10.1. Confidential Information. The Parties acknowledge that by reason of their relationship to the other hereunder, each may disclose or provide access (the "Disclosing Party") to the other Party (the "Receiving Party") certain Confidential Information. "Confidential Information" shall mean (i) information concerning a Party's products, business and operations including, but not limited to, information relating to business plans, financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements, pricing, price lists, product white paper, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how or other intellectual property, of a Party and its affiliates that may be at any time furnished, communicated or delivered, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Consulting Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any tours of or while present at a Party's facilities; and (iv) all other non-public information provided by the Service Provider hereunder. All Confidential Information shall remain the property of the Disclosing Party.
10.2. Use of Confidential Information; Standard of Care. Each Party shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors, consultants, and representatives who have a need to know such Confidential Information in order to fulfill the Services between the Parties contemplated by this Consulting Agreement. Receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication from the date of disclosure until (3) three years after termination of this Agreement. Receiving Party shall only use the Confidential Information in furtherance of its performance of its obligations under this Consulting Agreement and agrees not to use the Disclosing Party's Confidential Information for any other purpose or for the benefit of any third party, without the prior written approval of the Disclosing Party. The Receiving Party shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information.
10.3. Exceptions. Confidential Information does not include information that: (a) was lawfully in Receiving Party's possession before receipt from Disclosing Party; (b) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (c) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; (d) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party's knowledge, breach of any legal or contractual obligation, or (e) is disclosed by Receiving Party with Disclosing Party's prior written approval.
10.4. Required Disclosures. If the Receiving Party is confronted with legal action to disclose Confidential Information received under this Consulting Agreement, the Receiving Party shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate, and Receiving Party shall reasonably assist disclosing Party in such efforts, at the Disclosing Party’s expense. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed.
10.5. Unauthorized Use or Disclosure of Confidential Information; Equitable Relief. In the event the Receiving Party discovers that any Confidential Information has been used, disseminated, or accessed in violation of this Consulting Agreement, it will immediately notify the Disclosing Party, take all commercially reasonable actions available to minimize the impact of the use, dissemination, or publication, and take necessary steps to prevent any further breach of this Consulting Agreement. The Parties agree and acknowledge that any breach or threatened breach regarding the treatment of the Confidential Information may result in irreparable harm to the Disclosing Party for which there may be no adequate remedy at law. In such event the Disclosing Party shall be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Consulting Agreement, in addition to all other remedies available in law or at equity.
11. Term, Termination, & Suspension. We may terminate this Agreement with you, without prior notice, at any time for any reason, with or without cause. Cause for such termination shall include but is not limited to: (i) a breach or violation of the Agreement or other posted Company policies, guidelines, or rules, (ii) extended periods of inactivity, (iii) your engagement in fraudulent or illegal activity, (iii) unexpected technical or security issues, (iv) violating the Intellectual Property rights of the Company or a third party, (v) failing to comply with applicable laws or other legal obligations, (vi) publishing or distributing illegal material, (vii) requests by law enforcement or other government agencies, and (viii) if we believe, in our sole discretion, that you may have violated any provisions of this Agreement or you have otherwise acted or failed to act in any manner that we deem objectionable. You also agree that any termination is in our sole discretion and that we will not be liable to you or any third party for the termination of your account, password, username, deletion of content, and/or access to the Website and Services.
We may terminate this Agreement immediately at our option upon written notice if you: (i) become or are declared insolvent or bankrupt; (ii) are the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) calendar days after its filing; (iii) cease to do business in the normal course; or (iv) make an assignment for the benefit of creditors. This Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of this Agreement pursuant to 11 U.S.C. § 365.
If you are a Registered User, you may also terminate this Agreement at any time by contacting us and requesting the termination of your account. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
12. Indemnification. You agree to defend, indemnify, and hold harmless the Company and any of its affiliates against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Website or Services, your breach of this Agreement, or your conduct or actions. You further agree that money damages may not be sufficient remedy for any breach of this Agreement, and that in addition to all other remedies, Company shall be entitled to injunctive or other equitable relief as a remedy for such breach. You agree that the Company shall be able to select its own legal counsel and may elect to participate in its own defense.
THIS SECTION STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES' INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.
13. No Warranties and Limited Liability. You agree that your use of the Website and Services is at your sole and exclusive risk and that any Services provided by us are on an "as is" basis. We hereby expressly disclaim any and all express or implied warranties of any kind, including, but not limited to, the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Website or Services will meet your needs or that the Website or Services will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information on the Website or obtained through the Services.
14. LIMITATION OF LIABILITY; ACTIONS. EXCEPT FOR THE PARTIES CONFIDENTIALITY OBLIGATIONS UNDER THE SECTION ENTITLED CONFIDENTIAL INFORMATION OF THIS CONSULTING AGREEMENT AND INDEMNIFICATION OBLIGATIONS UNDER THE SECTION ENTITLED INDEMNIFICATION OF THIS CONSULTING AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS CONSULTING AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUBJECT TO THE CLIENT’S OBLIGATION TO PAY THE FEES TO THE SERVICE PROVIDER, EACH PARTY'S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS CONSULTING AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID UNDER THIS CONSULTING AGREEMENT. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE CONSULTING AGREEMENT.
NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS CONSULTING AGREEMENT MORE THAN 30 DAYS AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
YOU AGREE THAT ANY DAMAGE THAT MAY OCCUR TO YOU, THROUGH YOUR COMPUTER SYSTEM, OR AS A RESULT OF LOSS OF YOUR DATA FROM YOUR USE OF THE WEBSITE OR SERVICES IS YOUR SOLE RESPONSIBILITY AND THAT WE ARE NOT LIABLE FOR ANY SUCH DAMAGE OR LOSS.
15. Region. The Website and Services are controlled and operated from our facilities in the United States. We make no representations that the Website or Services are appropriate or available for use in other locations. If you access or use the Website or Services from other jurisdictions you do so at your own risk and are solely responsible for compliance with all applicable laws and regulations, including but not limited to export and import regulations. You may not use the Website or Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Website and in the Services are solely directed to individuals, companies, or other entities located in the United States, the United Kingdom, and the European Union.
16. Governing Law. You consent to the personal and exclusive jurisdiction of the state and federal courts located in the State of New York with respect to any lawsuit filed against you by the Company arising from or in any way relating to the Agreement, including but not limited to the state courts located in Westchester County, New York and the United States District Court for the District of New York. In addition, you consent to waive any and all arguments, defenses, and objections that any of the state and federal courts located in the State of New York constitute an inconvenient forum.
17. Arbitration. In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Westchester County, New York. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the State of New York. In the event of any dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and costs, including but not limited to court costs, expert witness fees, and other expenses incurred in connection with such litigation, arbitration, or any appeal thereof. The determination of the prevailing party and the amount of reasonable attorney fees and costs shall be made by the court or arbitrator in such proceeding. Claims necessitating arbitration under this Section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual Property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
18. Collection Services Fees. If we incur any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due to us under this Agreement, you agree to reimburse us for all such costs, expenses and fees.
19. Third Party Links and Content. We may occasionally post links to third-party websites, advertisers, special offers, or other services that are not owned or controlled by us. You agree that we are not responsible or liable for any loss or damage caused as a result of your use of any third-party services linked on our Website or Services. These links are provided for convenience only and do not reflect an endorsement by us, unless otherwise indicated, and we are not responsible for the content associated with the linked site. We make no representation or warranties with respect to the linked site and your use of such sites is solely at your own risk.
20. Service Interruptions. We may need to interrupt your access to the Website to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Website and or Services may be affected by unanticipated or unscheduled downtime, for any reason, and that we shall have no liability for any damage or loss caused as a result of such downtime.
21. Modification & Variation. We reserve the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement.
To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent possible.
You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement. You agree that your continued use of the Website after any modifications to this Agreement is a manifestation of your continued assent to this Agreement.
In the event that you fail to monitor any modifications to or variations of this Agreement, you agree that such failure shall be considered an affirmative waiver of your right to review the modified Agreement.
22. Disclosures Required by Law. We reserve the right at all times to disclose any information, including personally identifiable information about you, as necessary to satisfy any applicable law, regulation, legal process, or governmental request. We reserve the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any content, or publishing or otherwise making available any materials that are believed to violate the Agreement. We will use reasonable efforts to notify you in connection with any such inquiry; provided, however, that the inquiry in question is not confidential, and further provided that we shall have no duty to disclose such information and therefore shall not be liable to you in connection with any non-disclosure.
BY ACCEPTING THIS AGREEMENT, YOU WAIVE ALL RIGHTS AND AGREE TO HOLD THE COMPANY HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR ANY LAW ENFORCEMENT ORE REGULATORY AUTHORITIES.
23. General Provisions.
23.1. Assignment. This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased, or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
23.2. Severability. If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
23.3. No Waiver. The failure of the Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of the Agreement by the Company must be in writing and signed by an authorized representative of the Company to be effective. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
23.4. Headings for Convenience Only. Headings of parts and sub-parts under this Agreement are for convenience and organization, only and have no legal or contractual effect. Headings shall not affect the meaning of any provisions of this Agreement.
23.5. No Agency, Partnership, or Joint Venture. Nothing contained in this Agreement shall be construed to constitute either party as an agency, partnership, or joint venture. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party.
23.6. Force Majeure. We are not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
