Effective Date: 4/28/2021
[Last Revised: 4/28/2021]
Your acceptance of these Terms is required for use of the Chuck Offering. By registering with Chuck, or by using or accessing the Chuck Offering in whole or in part, these Terms become a legally binding agreement with us, so please read them carefully. We reserve the right at our discretion to propose modifications to these Terms periodically. We will notify you of such changes via an email sent to the email address we have on file for you or via other notification mechanisms. Your continued use of the Chuck Offering after such notice indicates your acceptance of and agreement to the modified Terms.
“Chuck”: Chuck Inc., a corporation organized under the laws of Delaware. In these Terms, Chuck is referred to by “us”, “we” or “our”, as applicable.
“Chuck App”: the Chuck smartphone application available for download on third party application stores such as iTunes and Google Play.
“Chuck Content”: the published derived Content we make available and present on the Site or via the Services.
“Chuck Offering”: the Chuck App, the Chuck Content, the Site, and the Services.
“Chuck User”: you and any other user of the Chuck Offering.
“Content”: images, maps, photos, video, audio, and any other text, content, information or data created, derived from or accessible via use of the Chuck Offering, or otherwise made available by and to Chuck Users and us.
“Services”: the network-provisioned services, features, application programming interfaces (APIs), and functionality we make available, including via the Site and the Chuck App (including functionality for the provision, modification, display, and management of Content), and any new updates, versions, and changes to any of the foregoing as released by us.
“Site”: [heychuck.com] and any web pages that are a part of [heychuck.com].
“You” or “your”: the individual using the Chuck Offering, or clicking “accept” or “agree” where indicated, and thereby becoming bound by these Terms, and the company or other legal entity represented by such individual, or for whom such individual uses the Chuck Offering, and all affiliates thereto.
1.0 ACCESS AND LICENSED RIGHTS
1.2 Chuck User Licenses to Us. Each Chuck User grants to us the perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sub-licensable, non-exclusive right and license to use, reproduce, modify, create derivative works of, perform, make available, display and distribute without restriction (including via any medium) Content, in whole or in part, for commercial and non-commercial purposes, including for purposes of providing, developing, improving, making available, promoting and marketing the Chuck Offering. Further, you agree that we are free to use and implement in perpetuity without compensation, attribution or obligation to you any feedback, benchmarks, requirements, suggestions, criticisms, improvements, recommendations, ideas, and error corrections provided by you to us relating to the Chuck Offering.
1.3 Reservation of Rights. No other right or license to the Chuck Offering or Content is provided, and no other license will be implied, by course of conduct or otherwise. Each Chuck User retains all right, title and interest in and to such Chuck User’s Content, and all associated intellectual property rights, subject to these Terms. Subject to these Terms, we retain all right, title and interest in and to the Chuck Offering, and all associated intellectual property rights. Except as expressly authorized by these Terms, you will not use, reproduce, or distribute Content not authored by you. The user interface, user experience, icons, presentation layer and elements, terminology, reports, layouts, and screen displays of or generated by the Chuck Offering are our copyrightable content, our trade dress and our trademarks and service marks, and will not be reproduced, distributed, or displayed except for your internal use and not for external use or exploitation.
2.0 TERMS APPLICABLE TO CONTENT
2.1 Handling of Your Content. We may at any time filter, alter, modify, crop, or delete Content in whole or in part before making it available on the Site and via the Service in our sole discretion, including in order to render the Content suitable for use on or with the Chuck Offering. We are under no obligation to publicly display any Content. You hereby waive any moral, neighboring or other rights you may have (including rights in the nature of attribution, integrity, privacy, paternity, and rights to object to derogatory treatment) that would otherwise preclude us from filtering, altering, deleting, or using, copying or distributing, your Content in accordance with these Terms. You acknowledge and agree that we may continue to store, display and otherwise exercise the rights set forth in section 1.2 above with respect to your Content even after termination, deactivation, or archiving of your account.
2.2 Propriety of Content. All Content, whether publicly posted on or privately transmitted within private groups, is the sole responsibility of the Chuck User from which such Content originated. No Chuck User will transmit Content or otherwise conduct or participate in any activities on or via the Chuck Offering which, in our sole judgment, is likely to be prohibited by law, or is violative or in breach of third party rights in any applicable jurisdiction, including without limitation laws governing libel and defamation, encryption of software, the export of technology, the transmission of obscenity or the permissible uses of intellectual property. You represent and warrant that all Content you submit is accurate and not misleading to the best of your knowledge, is not confidential or privileged, and is not in violation of third party rights. We may, in our sole discretion, terminate the Services as to any Content that we believe in our sole judgment is not in compliance with these Terms. We may preserve and disclose Content if required to do so by law or judicial or governmental mandate or as reasonably determined useful by us to protect the rights, property or safety of Chuck Users or the public. You agree to comply with the Chuck Community Guidelines, breach of which will be deemed breach of these Terms.
2.3 Prohibited Content. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content, or otherwise engage in any activity in connection with the Chuck Offering, that: (a) is hateful, offensive, libelous, defamatory, obscene, abusive, pornographic, lewd, erroneous, stalking, or threatening; (b) depicts injured or severely sick people, or acts of violence; (c) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (d) constitutes infringement of the intellectual property rights of any party, including rights to the use of name and likeness, or violation of a right of privacy; (e) creates an impression that is incorrect, misleading, or deceptive, including without limitation by impersonating others or by otherwise misrepresenting identity or affiliation with a person or entity; or (f) divulges other people’s private or personally identifiable information without their express authorization and permission.
2.4 Use of Content. Each Chuck User, by using the Chuck Offering, may be exposed to Content that is offensive, indecent, objectionable, illegal, infringing, false or erroneous. Each Chuck User must evaluate, and will bear all risks associated with, the use of any Content, including any reliance on the quality, integrity, accuracy, completeness, or usefulness of such Content. We do not guarantee the accuracy, integrity or quality of any Content. Under no circumstances will we be liable in any way for any Content, including, but not limited to, liability for any errors, inaccuracies, or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. We will have no obligation or liability to you or any Chuck User to maintain, store, or license Content, protect and maintain Content owners’ intellectual property rights, or to enforce these Terms. You hereby waive and release any claims you may have against us arising or resulting from use or misuse of Content or your inability to effectively use Content, your failure to comply with these Terms, or for any act, omission, or conduct of any Chuck User. If you as a user of the Chuck Offering, discover Content that you consider inappropriate in any way, please inform us and identify how the Content in question fails to comply with these Terms by sending an e-mail to email@example.com.
2.5 Third Party Sites. The Chuck Offering, Chuck Users, or a third party may provide links to other websites or login access via such links. Such links will not be construed as an endorsement, sponsorship, or affiliation by us. We exercise no control over such other websites and web-based resources and are not responsible or liable for the availability thereof or the content, advertising, products or other materials thereon. We will not be responsible or liable for any damage or loss incurred or suffered in connection such other sites and resources.
2.6 Prerequisites. You acknowledge that use of the Chuck Offering requires connection to, and data transfers over, the network and therefore may impact your data usage charges imposed by your wireless operator or other service provider. It is your responsibility to obtain at your cost all equipment, software and internet access necessary to use the Chuck Offering.
3.0 SIGN-ON CREDENTIALS
3.1 Sign-On Credentials. When creating an account, you will receive or will be permitted to create or use existing online user name and password information (“Sign-On Credentials”), and are responsible for maintaining the confidentiality thereof and liable for all activities occurring under such Sign-On Credentials. You will not transfer to any party your Sign-On Credentials, or use the Sign-On Credentials of another, without our prior written consent. You will immediately notify us at firstname.lastname@example.org of any unauthorized use of Sign-On Credentials or any other breach of security. We will not be liable for any loss or damage arising from a Chuck User’s failure to comply with this section or from unauthorized use of the Sign-On Credentials.
3.2 Change of Username. We may require you, as a condition of membership, to change your username if we believe appropriate (such as when a trademark owner complains about a username that does not closely relate to a user’s actual name).
4.0 SITE INTEGRITY
4.1 Prohibited Uses. You will not use the Chuck Offering in any manner that could damage, disable, overburden, or impair any Chuck-controlled server, or the network(s) connected to any such server, or interfere with any other party’s use and enjoyment of the Chuck Offering, including without limitation falsifying or altering Content posted by others except via normal and intended operation of the Services. You may not attempt to gain unauthorized access to other accounts, computer systems or networks connected to any of our servers or to any of the Services, including through hacking, password mining or any other means, or exploit bugs or vulnerabilities in the Chuck Offering. You are prohibited from violating or attempting to violate any security features of the Chuck Offering, including, without limitation, (a) accessing Content not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Chuck Offering, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with Services to any Chuck User, user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (d) sending unsolicited email or messages, including, without limitation, promotions, or advertisements for products or services; (e) publishing or linking to malicious Content intended to damage or disrupt another Chuck User’s browser or computer or to compromise a Chuck User’s privacy or anonymity; (f) forging any TCP/IP packet header or any part of the header information in any email or in any posting; (g) accessing or tampering with non-public areas of the Site or Service, our computer systems, or the technical delivery systems of our providers; (h) accessing or searching or attempting to access or search the Chuck Offering by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by us (and only pursuant to these Terms), unless you have been specifically allowed to do so in a separate agreement with us; (i) deep-linking to the Site for any purpose (ie, posting a link to a Site web page other than the home page) except as otherwise expressly permitted by us on the Site; or (j) removing or obscuring any form of advertising or messaging displayed via the Chuck Offering.
4.2 No Harvesting or Crawling. You will not engage in harvesting or other collection of information about other Chuck Users, including email addresses, without our prior written consent. You agree not to “crawl” the Chuck Offering or use or launch any automated system, including without limitation, “robots”, “spiders”, etc. that accesses the Chuck Offering or pulls Content therefrom (other than those used by public search engine providers for the sole purpose of creating publicly available searchable indices), except as otherwise enabled or permitted by us.
4.3 No Framing. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services or the Site. Without limiting the generality of the foregoing, you will not publish, distribute or transmit to the general public via any medium, whether via print, online, or otherwise, the Services, except through the Site or as otherwise authorized by these Terms or by us, you will not engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Chuck Offering, and you will not send messages purporting to be from us. You will not remove or attempt to obscure any copyright, trademark or other proprietary rights notices contained in or on the Site or associated with the Services, including ours and our licensors.
4.4 Account Data. While we will endeavor to back up Site and Service data and make such data available in the event of loss or deletion, we have no responsibility or liability for the deletion or failure to store any Content. You acknowledge and agree that your Content shall not be retrievable or accessible except via your authorized use of the Services and that we are under no obligation to compile and return to you your Content, including if Services terminate for any reason or if you elect to deactivate your account.
4.5 Notifications to Us. If you believe that you are entitled or obligated to act contrary to these Terms under any mandatory or applicable law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least thirty days before you so act, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
4.6 Notifications to You. For purposes of service messages and notices about the Services to you, we may place a banner notice across Site pages to alert you to certain changes such as modifications to these Terms. Alternatively, notice may consist of an email from us to an email address associated with your account, even if we have other contact information. You also agree that we may communicate with you in relation to your account and otherwise in relation to these Terms through your account or through other contact information you have provided to us, including email, mobile number, telephone, or delivery services including the postal service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
4.7 Network Security Risks. Because no online system is perfectly secure or reliable, the internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured, you accept security risks associated with or arising from your use of the Chuck Offering, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.
4.8 Analyticals. Customer acknowledges the collection, storage, generation, processing, and use by or for us of anonymized or non-personally identifying data (including testing, analytical, diagnostic and technical data, predictive analytics models, machine learning, and usage statistics) concerning or arising from use of, or generated by, the Chuck Offering, in whole or in part, including without limitation: (a) in order to provide the functionality of, improve, and maintain the Chuck Offering, (b) for processing transactions and/or payments, (c) for solution development, and (d) for verifying compliance.
5.0 DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION
5.1 Disclaimer. EACH CHUCK USER’S USE OF THE CHUCK OFFERING AND CONTENT IS AT HIS OR HER SOLE RISK. THE CHUCK OFFERING AND CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE ASSUME NO RESPONSIBILITY FOR THE ACCURACY, CURRENCY, TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE OR DISPLAY ANY CONTENT, CHUCK USER COMMUNICATIONS, PERSONALIZATION SETTINGS, OR OTHER INFORMATION OR DATA. WE WILL HAVE NO LIABILITY FOR ANY LOSS OF PROFIT, OPPORTUNITY, REVENUE, ADVANTAGE, INFORMATION OR DATA THAT RESULTS FROM USE OF THE CHUCK OFFERING OR CONTENT. TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Specifically, we make no warranty that (a) the Chuck Offering or Content will meet your requirements, goals or needs, (b) Chuck Offering or Content access will be uninterrupted, timely, secure or error-free, or (c) any errors or deficiencies in the Chuck Offering or Content will be corrected. Further, scheduled and preventive maintenance, required and emergency maintenance work, or disruption of services from internet service and hosting providers, may interrupt the functioning of or access to the Chuck Offering.
5.2 Liability Limitation. EXCLUDING ONLY DAMAGES ARISING OUT OF OUR LIABILITY FOR OUR FRAUD, DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR ANY OTHER LOSS FOR WHICH WE CANNOT LAWFULLY EXCLUDE LIABILITY, WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR INABILITY TO USE THE CHUCK OFFERING AND ANY CONTENT; THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; UNAUTHORIZED DISPLAY, ACCESS TO OR DELETION OR ALTERATION OF CONTENT, INFORMATION OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR ANY OTHER MATTER RELATING TO US, THE CONTENT OR THE CHUCK OFFERING. EXCLUDING ONLY OUR LIABILITY FOR OUR FRAUD, DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR ANY OTHER LOSS FOR WHICH WE CANNOT LAWFULLY LIMIT LIABILITY, ANY LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED IN THE AGGREGATE TO THE GREATER OF $10 OR ALL AMOUNTS PAID BY YOU TO US DURING THE TWELVE-MONTH PERIOD PRECEDING THE OCCURRENCE OF THE CLAIM OR INCIDENT. The foregoing limitations and exclusions apply to the maximum extent permitted by applicable law.
5.3 Indemnification. You agree to defend, indemnify, release and hold harmless us, our suppliers, and all officers, directors, employees, consultants, agents, and representatives of any of the foregoing (collectively “Protected Parties”) in full from and against any and all claims (including third party claims), losses, liability, damages, and/or costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with: (a) your unauthorized access to or use of, the Chuck Offering or Content, (b) your breach of these Terms, (c) your use of Content or conduct engendered thereby, and any activities you conduct on or through the Chuck Offering, or (d) your infringement, or infringement by any other user of your account, of any intellectual property rights or other rights of any person or entity. Further, in the event you have a dispute with one or more Chuck Users, you hereby release the Protected Parties from claims, demands and damages (actual, direct and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable and unforeseeable, arising out of or in any way connected with such disputes.
FOR CALIFORNIA, USA RESIDENTS: You further agree that these Terms waive and release any claims that would otherwise be preserved by operation of section 1542 of the California Civil Code, which provides: “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.” You understand that you are releasing us from all claims, whether known or unknown to you, and whether or not you suspect that those claims may exist at this time.
6.0 GENERAL PROVISIONS
6.1 Service Discontinuance/Modification. We may from time to time modify or discontinue access to, temporarily or permanently, the Chuck Offering (or any part, feature, or functionality thereof, as well as internal rules of operation, eligibility, visibility to or accessibility of the public, and other aspects). We will not be liable for any such modification, suspension or discontinuance, even if certain features or functions, your settings, and/or any Content are permanently lost.
6.2 Account Termination. We may terminate your or any other Chuck User’s account at any time for any or no reason, including without limitation for: (a) violation of these Terms; (b) abuse of Chuck resources or any attempt to gain unauthorized entry to the Chuck Offering; (c) use of the Chuck Offering in a manner inconsistent with its purpose; or (d) requirements of or for failure to comply with applicable law, regulation, court or governing agency order, or ethical requirements. We may in addition terminate the availability of the Chuck Offering for our own business reasons, including if we elect to cease being in the business of providing it. Our termination of any Chuck User’s access to the Chuck Offering may be without notice and, on such termination, we may immediately deactivate or delete any Chuck User’s account and Content, and/or bar any further access. We will not be liable for any termination of Chuck User’s access. After account termination, you will not attempt to register a new account without our permission.
6.3 Trademarks. You are granted no right, title or license to any third party trademarks by these Terms, or to any of our trademarks or servicemarks. We reserve all right, title and interest in and to our trademarks, servicemarks, trade names, trade dress, domain names, and similar identifiers.
6.4 US DMCA. If you believe that your work has been copied and is accessible via the Chuck Offering in a way that constitutes copyright infringement in the United States, you may notify us by providing our copyright agent with the following in writing: (a) identification of the copyrighted work that you claim has been infringed; (b) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (c) your name, address, telephone number, and email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf. The above writing must be electronically or physically signed by you. If we receive such a claim, we may refuse or delete Content, or terminate a Chuck User’s account in accordance with these Terms. Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act of 1998 is the Chuck DCMA Agent, available via email@example.com. In addition to forwarding your notice to the person who provided the allegedly illegal Content, we may send a copy of your notice (with your personal information removed) to Lumen (https://lumendatabase.org/) for publication and/or annotation. We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, we will also terminate a Chuck User account if the Member is determined to be a repeat infringer.
If you believe that a notice of infringement has been improperly submitted against you, you may submit a counter-notice, electronically or physically signed by you, and containing the following:
6.5 Governing Law. These Terms, the Chuck Offering, Content, and any disputes related to or concerning any of the foregoing (including tort as well as contract claims, and whether pre-contractual or extra-contractual), will be governed by and settled in accordance with the laws of Delaware, notwithstanding the choice of laws rules of any jurisdiction to the contrary. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms, the Chuck Offering, or Content, must be filed within one year after such claim or cause of action arose, or be forever barred.
6.6 Dispute Resolution. Any disputes between or claims brought by you or us arising out of or related to these Terms, the Chuck Offering, or Content (including tort as well as contract claims, and whether pre-contractual or extra-contractual, as well as the arbitrability of any disputes) will be referred to and finally settled by binding arbitration before the JAMS (jamsadr.com) in accordance with JAMS streamlined rules and procedures (available at https://www.jamsadr.com/rules-streamlined-arbitration/) in effect at the time of arbitration except as inconsistent with this section. The arbitration will be conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. If in-person appearance is required, such hearings will be held in New York City unless another location is mutually agreed upon by the parties. In all such cases, the arbitration will be administered by JAMS in accordance with their applicable rules. The arbitrator will apply the law specified in section 6.5 above. All awards may if necessary be enforced by any court having jurisdiction. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, judgments and awards therein, will be kept confidential. Except as required by law, no party will make any public announcements with respect to the proceeding or the award, except as required to enforce same. The parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Notwithstanding the foregoing, nothing in this section will preclude the right and ability to file and maintain at any time an action for recovery of injunctive or provisional relief in any court of competent jurisdiction under the laws applicable thereto. All claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using arbitration in accordance with this section. Should either party file an action contrary to this section, the other party may recover lawyers’ fees and costs, provided that the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party has failed to withdraw the claim in timely fashion.
6.7 Assignment. These Terms will not be assigned, delegated, or transferred by you, in whole or in part, whether voluntary, involuntary, by merger, consolidation, dissolution, sale of assets, or otherwise, without our prior written consent. Any such purported assignment, delegation or transfer without such written consent will be void. We may at any time assign these Terms without prior consent or notice. These Terms will be binding on, and inure to the benefit of, the parties and their respective and permitted successors and assigns.
6.8 Injunctive Relief. You acknowledge and agree that breach of these Terms, or any unauthorized use, disclosure or distribution of the Chuck Offering or Content, may cause irreparable harm to us, the extent of which would be difficult to ascertain, and that we will be entitled to seek immediate injunctive relief (in addition to any other available remedies), in any court of competent jurisdiction under the applicable laws thereto.
6.9 Delaware-Based. Your use of the Chuck Offering will not be construed as our purposefully availing ourselves of the benefits or privileges of doing business in any other country, state or jurisdiction other than Delaware.
6.10 General. The Terms constitute the entire agreement between us and govern each Chuck User’s use of the Chuck Offering, superseding any prior agreements. Each Chuck User may be subject to additional terms and conditions that may apply in the use of affiliate services, third party content or third party software. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. No waiver of any provision of these Terms will be deemed a further waiver or continuing waiver or such provision or any other provision, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. Nothing herein will be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between us and any user or other person or entity, nor do these terms extend rights to any third party. The parties hereto confirm that they have requested that these Terms and all attachments and related documents, if any, be drafted in English.