Effective August 15, 2013
Matrix Pointe Software, LLC’s (“Matrix,” “We” or “Our”) software, mobile applications, websites, services, data, and the content owned or operated by Matrix (collectively, the “Services”) are governed by the following Matrix Pointe Software Terms and Conditions of Service (“Terms of Service”).
This Agreement, between Matrix Pointe Software and the User, governs all use of the Services, including but not limited to the purposes of accessing, reviewing and sharing information through www.matrixexchange.com. Prior to accessing the System, Agency personnel must obtain a username and password in order to use the Agency’s account established by the Agency Agreement (“Agency’s Account”).
Before using any of the Services, please read carefully the following Terms of Service. By installing, browsing and/or using the Services, you acknowledge that you have read, understood, and agree to be bound by all consents and disclosures set forth in the Matrix registration process, all of the following terms and conditions, including any future modifications to this Terms of Service, and all guidelines (collectively, the “Agreement”). If you do not agree to this Agreement, then please cease using the Services immediately.
You must be of legal age to enter into a contract to use the Services under this Agreement. If you are under the minimum age to enter into a contract in your jurisdiction, you are not permitted to use the Services. In no event shall the Services be used by persons under 18 years of age. If you are under 18 years of age, you are not permitted to use the Services.
You warrant, represent, and covenant to Matrix that: (a) you possess the legal right and ability to enter into this Agreement; (b) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines including O.R.C. §1347; and (c) your Content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.
ON BEHALF OF YOURSELF AND THE AGENCY, YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AND FULLY-NEGOTIATED AGREEMENT. IF YOU DO NOT AGREE, DO NOT CLICK “I AGREE TO THE MATRIX POINTE SOFTWARE TERMS OF SERVICE AND I HEREBY CERTIFY THAT MATRIXEXCHANGE IS TO BE USED FOR JUSTICE PURPOSES ONLY IN ACCORDANCE WITH O.R.C. §1347 AND CAN ONLY BE USED BY THE REGISTERED USER. USE BY ANY OTHER PERSON OR ENTITY IS STRICTLY PROHIBITED.” AND DO NOT USE MATRIXEXCHANGE OR ANY OF THE APPLICATIONS, MATERIALS OR SERVICES ACCESSIBLE VIA MATRIXEXCHANGE.
2. The term “Agency” as used in this Agreement means the agency that has contracted with Matrix Pointe Software to access and use MatrixExchange and to which this Agreement applies.
3. The term “Agency Data” as used in this Agreement means (i) the information submitted to MatrixExchange by users in connection with registration or in connection with the use of MatrixExchange; (ii) information contained in cases submitted by users; and (iii) any updates to such information.
4. The term “Content” as used in the is Agreement means any text, documents, images, software, videos and anything else you can think of, no matter what the form or technical structure created, transmitted, stored or displayed.
5. The term “Registration” as used in this Agreement means any application for access to MatrixExchange.
6. The term “Shared Information” as used in this Agreement means Agency Data that is submitted via MatrixProsecutor or MatrixExchange and accessible by all agencies participating in MatrixExchange.
7. The term “Site Administrator” as used in this Agreement means the person who is an assigned site administrator.
8. The term “User” as used in the Agreement means the person registered under the Agency account.
You acknowledge and agree that Matrix has offered Services, set its prices, and entered into this Agreement in reliance upon the warranty disclaimers and the limitations of liability set forth below. You further acknowledge and agree that (i) the warranty disclaimers and the limitations of liability set forth in this Agreement reflect a reasonable and fair allocation of risk between you and Matrix, (ii) the warranty disclaimers and the limitations of liability set forth in this Agreement form an essential basis of the agreement between you and Matrix, and (iii) Matrix would not be able to provide its Services to you on an economically reasonable basis without these limitations and disclaimers.
Matrix is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person (other than the parties to this Agreement) any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of its representations, warranties, covenants, conditions and provisions are intended to be and are for the sole and exclusive benefit of the parties to this Agreement.
Modifications to these Terms of Service are likely to happen, due to changes in the Services and the laws that apply to both Matrix and you. If We make any modifications, We will attempt to provide you with advance notice, although in certain situations, such as where a change is mandatory to satisfy applicable legal requirements, an update to these Terms of Service may become effective immediately. We may announce changes on the MatrixExchange website, and We also may elect to notify you of changes by sending an email to the address you have provided to us.
If We do modify these Terms of Service, you are free to decide whether to accept the terms or to stop using the Services; your continued use of the Services after the effective date will be deemed to represent your agreement with, and consent to be bound by, the modified Terms of Service.
The Services are owned and operated by Matrix. The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, including, but not limited to, the website applications, and all other elements of the Services (collectively, the “Materials”) are protected by United States copyright, trade dress, patent, trademark laws, international laws and conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained in the Services are the property of Matrix or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names displayed on the Services are proprietary to Matrix or its affiliates and/or third-party licensors. Except as expressly authorized by Matrix, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
You agree that the information you provide to Matrix upon registration and at all other times will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up to date at all times.
The right to use MatrixExchange is personal to the Agency and is not transferable to any person or entity, as the case may be. The Agency and Site Administrator are responsible for all use of the Agency’s Account (under any username or password) and for ensuring that all use of Agency’s Account complies fully with the provisions of this Agreement. The information provided through the System (other than Agency Data owned by the Agency) and the services, materials and software applications accessible via the System may be used only in accordance with the terms of this Agreement.
When you register as a user you will be asked to create a password. As you will be responsible for all activities that occur under your username, you should keep your username and password strictly confidential at all times and following industry best practices for protecting your account.
YOU MUST NOTIFY MATRIX IMMEDIATELY OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT OR IF YOU BELIEVE THAT YOUR PASSWORD IS NO LONGER CONFIDENTIAL.
We reserve the right to suspend your account and/or require you to alter your password if We believe for any reason that your password is no longer secure.
YOU MAY NOT SHARE YOUR ACCOUNT PASSWORD WITH ANY OTHER PERSON FOR ANY REASON.
You agree to pay any fees due for and incurred by your use of the Services. If you wish to discontinue using the Services you may cancel your subscription at any time. Once you cancel you will not be charged again, but you are responsible for whatever charges have already been incurred for the current billing period.
You agree to use the Services for law enforcement purposes and the prosecution of criminal matters only. Any use of or reliance upon the Services or the availability thereof is at your own risk. Matrix does not warrant that the Services will operate without interruption or that the Content will be accurate, complete, or error free. This Agreement authorizes you to use the Services and to view, download, print, and make copies of the Content at your location solely for development, advancement, and disposition of the case for which use of the Services have been made available to you and for which such Content is provided. Resale, commercial or other unauthorized use of the Content is not authorized.
YOU UNDERSTAND AND HEREBY REPRESENT AND WARRANT THAT:
1. The Services are being provided in accordance with O.R.C. §1347 and that your use of the Services, and Our provisioning of the Services to you, are subject to the exemptions from liability under O.R.C. §1347 (A)(1)(e); and
2. You have (or the agency in which you work with has) provided to Matrix written credentials sufficient to establish that the representation and warranty above is satisfied.
YOU UNDERSTAND AND HEREBY ACKNOWLEDGE AND AGREE THAT YOU MAY NOT AND WARRANT THAT YOU WILL NOT:
2. Use the Services or any information displayed within the Services to stalk, harass, abuse, defame, threaten or defraud other users, individuals, or corporations, or in furtherance of any act that would constitute a violation of state or federal law;
3. Use the Services for any commercial use without Our written consent, it being understood that the Services are intended for law enforcement and prosecution use only;
4. Fail to deliver payment for the Services;
5. Use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, criminal laws, laws governing intellectual property and other proprietary rights, data protection and privacy, and import or export control;
6. Use the Services in violation of federal or state laws governing law enforcement databases and collection of personal information, including but not limited to CCH and LEADS;
7. Make unsolicited offers, advertisements, proposals, or send junk mail, to other users of the Services. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, campaign materials, chain mail, informational announcements, charity requests, and petitions for signatures;
8. Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Services accounts of other users;
9. Share user passwords or facilitate access to any third-party, competitor of Matrix or encourage any other user to do so;
10. Misrepresent the source, identity or content of information transmitted via the Services;
11. Remove, circumvent, disable, damage, reverse engineer, or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services;
12. Intentionally interfere with or damage operation of the Services or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
13. Post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;
14. Use the Services in connection with any application in which the failure or inaccuracy of that application or the Services could lead directly to death, personal injury, or severe physical or property damage.
15. Attempt to gain unauthorized access to the Services, or any part of it, other accounts, computer systems or networks connected to the Services, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
16. Use any robot, spider, scraper or other automated means to access the Services for any purpose without Our express written permission or bypass other measures we may use to prevent or restrict access to the Services or modify the Services in any manner or form, nor to use modified versions of the Services, including without limitation for the purpose of obtaining unauthorized access to the Services; or
17. Sell or transfer or allow another person to access your account password, profile, or account.
Matrix also reserves the right to disable any user’s access to the Services for any reason and without any notice.
You alone are responsible for your involvement with other users. Matrix reserves the right, but has no obligation, to monitor disagreements between you and other users.
Matrix does not control the Content of user accounts and profiles and does not have any obligation to monitor such Content for any purpose. You acknowledge that you are solely responsible for all Content and material that you provide and use through the Services.
PLEASE NOTE: MATRIX RESERVES THE RIGHT TO REFUSE ACCESS TO ANY USER, FOR ANY REASON AND WITHOUT ANY NOTICE.
Your use of the Services must be in accordance with these Terms of Service. When it comes to your use of the Services, you agree that you are responsible for your own conduct and all conduct under your Agency account. This means all Content – such as text, images, software, videos and anything else you can think of, no matter what the form or technical structure – created, transmitted, stored or displayed in your account, is your sole responsibility as the Agency who created the Content or introduced it into the Services. This applies whether the Content is kept private, shared or transmitted using the Services or any third party application or Services integrated with Matrix.
Matrix assumes no responsibility whatsoever in connection with or arising from your Content. Matrix assumes no responsibility for actively monitoring Content for inappropriate or illegal content. If at any time Matrix chooses, in its sole discretion, to monitor Content, Matrix nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate or illegal Content, and no responsibility for the conduct of the user submitting Content. Further, Matrix does not endorse and has no control over the Content submitted by other users. Matrix makes no warranties, express or implied, as to the Content. You acknowledge and agree that Matrix has the right to prevent you from submitting Content and to edit, restrict or remove Content for any reason at any time.
You retain copyright and any other rights you already held in your Content before you submitted, posted or displayed it on or through the Services. As a condition to use the Services, however, you must provide Matrix a limited license, as described below, so we can make your data accessible and usable on the Services.
You acknowledge and agree that, in order to enable Matrix to operate the Services, Matrix must obtain from you certain license and other rights to the Content you submit so that the processing, maintenance, storage, technical reproduction, back-up and distribution and related handling of your Content does not infringe applicable copyright and other laws. As such, you grant Matrix a license to (i) display, maintain and distribute your Content, (ii) modify your Content (for technical purposes, e.g., making sure content is viewable on smart phones, extract metrics to enable use of the Services, etc.), and (iii) reproduce such Content to enable Matrix to operate the Services. You also agree that Matrix has the right to elect not to accept, post, store, display, publish or transmit any Content in Our sole discretion.
You agree that these rights and licenses are royalty free, irrevocable and worldwide, and include a right for Matrix to make such Content available to, and pass these rights along to, others with whom Matrix has contractual relationships related to the provision of the Matrix Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose your Content to third parties if Matrix determines such access is necessary to comply with its legal obligations.
You represent and warrant to Matrix that you have all legal rights and authority necessary to submit your Content to Matrix, and to make any publication or other distribution of that Content in your use of the Services. You also represent to Matrix that, by submitting Content to Matrix and granting Matrix the rights described in these Terms, you are not infringing the rights of any person or third party.
Every Agency participating in MatrixExchange will have access to Agency Data that is Shared Information. Agency grants Matrix Pointe Software the right to collect and manipulate Agency Data owned by Agency for the purpose of disseminating Agency Data aggregated on a regional or national level. Agency also grants Matrix Pointe Software the right to copy, process, store and distribute Agency Data, as well as any other data or content uploaded to the System by Agency, consistent with Matrix Pointe Software’s performance of its obligations contemplated by this Agreement. If Matrix Pointe Software is requested by law enforcement or by a legally sanctioned investigatory authority or otherwise through legal process or under law to disclose any data owned by Agency, Matrix Pointe Software will use reasonable efforts to notify Agency in advance thereof.
Finally, you understand and agree that Matrix, in performing the required technical steps to provide the Services to Our users, may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, Services or media.
LICENSE GRANT, RESTRICTIONS AND UPGRADES. To use the Services you must have a device that is compatible with the Services. Matrix does not warrant that the Services will be compatible with your device.
1. License Grant. Subject to the terms of this Agreement, Matrix hereby grants you a non-exclusive, non-transferable, revocable license to the Services solely for the following purpose: You may use the Services for law enforcement purposes and the prosecution of criminal matters (the “Purpose”).
2. Restrictions. You acknowledge and agree that your license to use the Services is expressly conditioned upon your comment to refrain from the following restrictions. You may not:
a. Use the Services for any purpose other than the Purpose;
b. Modify, disassemble, decompile or reverse engineer the Services, except to the extent that such restriction is expressly prohibited by law;
c. Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Services to any third-party without written approval from Matrix;
d. Make any copies of the Services;
e. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services; or
f. Delete the copyright and other proprietary rights notices on the Services.
3. Software Upgrades. You acknowledge that Matrix may from time to time issue upgraded versions of the Services, and may automatically electronically upgrade the version of the Services that you are using. You consent to such automatic upgrading and agree that the terms and conditions of this Agreement will apply to all such upgrades.
4. Open Source. Matrix may from time to time include as part of the Services computer software supplied by third parties which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. We provide information about some of this third party software here. Matrix expressly disclaims any warranty or other assurance to you regarding such third party software.
5. Rights Reserved. The foregoing license grant under this Agreement is not a sale of the Services or any copy thereof and Matrix or its third-party partners or suppliers retain all right, title, and interest in the Services. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Matrix reserves all rights not expressly granted under this Agreement.
6. Export Control. The Services originate in the United States, and are subject to United States export laws and regulations. The Services may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Services may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Services.
You agree that Matrix, in the good faith belief that you have violated any of the terms and conditions of this Agreement, may, in addition to any other remedies available to Matrix, terminate any account or subscription (or any part thereof) you have with the Services or use of the Services and remove and discard all or any part of your account or any Content, at any time. You agree that any termination of your access to the Services or any account you may have or portion thereof may be effected without prior notice, and you agree that Matrix will not be liable to you or any third-party for any such termination. Matrix does not permit any infringing activities on the Services, and reserves the right to terminate access to the Services, and remove all content submitted, by any persons who are found to be or reasonably suspected to be infringing Our intellectual property rights or those of a third party. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. Each of the remedies listed above is in addition to any other remedies Matrix may have at law or in equity.
The Service is available “As Is.” YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MATRIX EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(b) MATRIX DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE SERVICES ARE NON-INFRINGING; OR (iv) ALL ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED.
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MATRIX OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. THIS INCLUDES BUT IS NOT LIMITED TO ANY PROMOTIONAL MATERIALS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MATRIX, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF MATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE; (v) MATRIX’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION; (vii) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (viii) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; (ix) YOUR OWN NEGLIGENCE OR THE NEGLIGENCE OF OTHERS; OR (x) ANY OTHER MATTER RELATING TO THE SERVICE.
NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN THE EVENT THAT ANY OF THE FOREGOING EXCLUSIONS ARE NOT PERMITTED BY LAW OR OTHERWISE, IN no event shall the total liability to you for all damages, losses, and causes of action arising out of or relating to this Agreement or your use of our Services, warranty, or otherwise exceed the amounts paid by you for accessing our Services during the THREE (3) months immediately preceding the date of your claim or one hundred dollars, whichever is greater.
MATRIX EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH MATRIX’S HOST COMPUTERS OR THE HOST COMPUTERS PROVIDED THROUGH AWS, OR THE INTERNET.
NOTHING IN THIS SECTIONIS INTENDED TO CREATE JOINT AND SEVERAL LIABILITY AMONG AGENCIES USING THE SYSTEM, AND EACH AGENCY WILL REMAIN LIABLE FOR ITS OWN ACTS OR OMISSIONS AND NOT THOSE OF ANOTHER AGENCY, MATRIX POINTE SOFTWARE OR THIRD-PARTY USERS OF THE SYSTEM.
Matrix responds to clear and complete notices of alleged infringement of copyright, trademark or other intellectual property laws that satisfy the requirements in these Terms of Service (which we believe to comply with the United States Digital Millennium Copyright Act (the “DMCA”) (www.copyright.gov) and other applicable laws. If you believe that your intellectual property rights have been violated, please notify Matrix and we will investigate. Our team can be contacted at firstname.lastname@example.org Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and Matrix does not accept any obligation to take any particular action to enforce or protect any party’s intellectual property rights.
You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
No amendment or modification of this Terms of Service will be effective unless it is in writing and signed by both parties. No amendment or modification of this Terms of Service may be made by email. Any amendment must refer to this provision.
If there is any inconsistency or conflict between this document and any provision of anything incorporated by reference or any prior agreements, this document will prevail.
You agree that this Agreement and any Claims, whether arising in contract, tort or otherwise, are governed by the laws of the State of Ohio, United States of America, without regard to conflict of law principles. You agree that any action, suit, claim, or proceeding relating to this Agreement or the Services shall be heard by a court of competent jurisdiction located in Cuyahoga County, Ohio, and you hereby submit to, and waive all rights to challenge, personal jurisdiction in and venue in such courts.
Whenever possible, each provision of this Agreement is to be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid or unenforceable in any respect under any applicable law, such invalidity or unenforceability will not affect any other provision, but this Agreement is to be reformed, construed and enforced as if such invalid or unenforceable provision had never been contained herein.
Please contact our legal manager at email@example.com with any questions or comments.