Updated: June 29, 2022
YOU AGREE TO THE ARBITRATION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER CLAUSES SET FORTH BELOW.
(a) Account. Use of our Services requires you to set up an account. If an account is created, you must provide us with true, current, complete, and accurate information as prompted by the registration form, and you must maintain and promptly update such information to keep it true, current, complete, and accurate. You may not transfer or share your account with others. You are responsible for the security and use of your account and login information and all activities that occur under your password or account. You must not allow your login information to be transferred to, disclosed to or used by others. You must notify us immediately of any unauthorized use of your account or any other breach of security. You may not use anyone else's account at any time, without the permission of the account holder. We are not liable for any loss that you may incur as a result of your acts or omissions or as a result of someone else using your password or account. Even if you give us notice, you are responsible for losses incurred by us or other parties.
(b) Verification and Access. You agree that we may, without any obligation, independently verify any information that you provide in connection with the Services, including account information. You acknowledge and agree that the Services and content may become unavailable or interrupted from time to time.
(c) Third-Party Sites and Content. The Services may include or provide links to third-party websites or other resources, including any links and changes thereof ("Third-Party Sites") or content owned or provided by other users or third parties, including any changes thereof ("Third-Party Content"). We have no control over these Third-Party Sites or Third-Party Content and are not liable for any actual or alleged damage or loss caused by or in connection with any Third-Party Site or any Third-Party Content, including any damage or loss relating to personally identifiable or confidential information. The availability of any Third-Party Site or any Third-Party Content is not an endorsement of any materials thereof or any indication that such materials are accurate, useful, or non-harmful. You are solely responsible for your use of any Third-Party Sites and any Third-Party Content.
(d) Third-Party Accounts. You may be able to connect your TCX account to third-party accounts. By connecting your TCX account to your third-party account, you consent to the continuous release of information about you to others (in accordance with the settings on our site and those third-party sites). If you do not want information about you to be shared in this manner, do not use this feature. We are not liable for any actual or alleged damage or loss caused by or in connection with any such third-party accounts.
(e) Third-Party Services. We may use third-party service providers in connection with the Services. All third-party services are provided in accordance with such third parties' safeguards and terms for protecting, processing, storing, and providing services, data, and content. We are not liable for any actual or alleged damage or loss caused by or in connection with any third-party services, including any third-party payment processing services, or by or in connection with any User Content (see Section 2(e)), including any personally identifiable or confidential information. You are responsible for all transactions made through any third-party service providers. When you enter into a transaction, you should verify that the transaction has been successfully processed.
(f) Geographic Limitations. The Services are controlled, operated, and administered by us from our offices only within the United States.
2. Ownership, Rights and Restrictions.
(a) Limited Right. Subject to the terms and conditions of this Agreement and your full compliance with this Agreement, TCX grants to you during the term of this Agreement, a limited, non-exclusive, non-transferable, personal, revocable, and non-sublicensable right to access and use the Services internally for your personal limited purposes, only as provided to you by us, only as authorized by us, only while provided by us to you, and only in accordance with our instructions, postings, and documentation. This right is terminated when this Agreement is terminated or expired or when we stop providing the Services to you, whichever is earlier.
(b) Proprietary Rights. We are the sole and exclusive owner of and have all rights, title, and interest in and to the Services, any and all software, methods, processes, systems, data, databases, interfaces, tools, information, materials, works, manuals, inventions, technologies, text, graphics, logos, images, compilations and documentation relating to the Services, including any and all statistical, usage, configuration, test, capacity, frequency, trend and performance information relating to the Services or the operation of the Services based on monitoring of the Services and the access and use thereto/thereof by you and others, any and all other materials prepared or provided by or for us, and any and all modifications, updates, and derivative works thereof made by whomsoever, as well as all copyrights, patents, trademarks, trade secrets and other intellectual property or proprietary rights therein and any other rights therein (collectively, "TCX Property"). We reserve all rights, title, and interest in and to the TCX Property, and we do not grant any right (by implication, estoppel, or otherwise) except for the limited right explicitly provided to you in Section 2(a).
(c) Feedback. For all feedback, suggestions, requests, responses, improvements and modifications you provide relating to the Services ("Feedback"), you hereby grant TCX a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable (for multiple tiers), transferable license, throughout the world and the universe under and to the Feedback and all intellectual property and proprietary rights therein, to internally and externally (without restriction) reproduce, prepare derivative works based upon, display, perform, distribute, use, make, sell, offer to sell, transfer, rent, lease, lend, import, export, execute, stream, produce, transmit, retransmit, brand, advertise, merchandise, and exploit any and all Feedback, copies, derivative works, products, methods, and services. You also waive, and will cause waiver of, any "moral rights" in and to the Feedback, to the maximum extent of applicable law.
(d) Restrictions. Except as otherwise explicitly specified by applicable law, nothing in this Agreement will be construed as an implied grant to you of any right to, and you will not, and you will not permit any person or entity to: (i) use or reproduce the Services in source-code format; (ii) decompile, disassemble, reverse engineer, or attempt to reconstruct or discover any source code or underlying ideas or algorithms of any TCX Property; (iii) remove, delete, modify, alter, create derivative works of, copy, reproduce, translate, adapt, disclose, publish, distribute, rent, lease, lend, transfer, upload, monitor, time-share, encumber, sell, re-sell, assign, license, sublicense, display, transmit, or exploit any TCX Property in any manner; (iv) publish or disclose the results of any benchmark tests relating to any TCX Property; (v) frame, use framing technology, or use metatags or hidden text to include any TCX Property or any name, marks, or intellectual property of us; (vi) engage in spamming, mailbombing, spoofing, or other activities that may interfere, damage, disable, overburden, restrict or impair any TCX Property or TCX's provision of services to you or others, or engage in any other fraudulent, illegal or unauthorized activities; (vii) introduce, transmit or use any virus, worm, trap door, back door, robot, spider, or automatic process, unlawful or injurious materials, data-mining tool, or the like in connection with any TCX Property; (viii) bypass or breach any security device or protection used by TCX or any TCX Property; (ix) disclose any non-public information or confidential information of TCX or any TCX Property; (x) access or use any TCX Property (a) for competitive analysis, (b) for the development, use, or provision of any similar or competing websites, products, or services, or (c) for any other purpose that is to our detriment or commercial disadvantage; (xi) impersonate or defame TCX or its employees, contractors, or users; (xii) access or use any TCX Property in any manner that infringes or violates any rights of any third party or us; (xiii) remove, modify, obscure, disregard, or violate any copyright, patent, trademark or other proprietary, attribution or restrictive notices or markings relating to any TCX Property; (ix) use the Services for the benefit of any third party or for any unlawful purposes; (x) obtain any materials or information through any means not intentionally made available by us; or (xi) engage in any attempts to do any of the foregoing. You shall cooperate with TCX, and shall render all reasonable assistance requested by TCX, to assist TCX in preventing and identifying any use of, or access to, the Services, in violation of the terms and restrictions herein.
(e) User Content. For any materials, files, content, data, and information ("User Content") that you upload, input, submit, make available or cause to be available in connection with the Services (including audio, video, recordings, images and information associated with you or others, including such audio, video, recordings, images and information captured, recorded, used, generated or provided during notarial ceremonies or sessions), you hereby grant TCX and its third-party service providers a worldwide, transferable, royalty-free, fully paid up, perpetual, irrevocable, sublicensable (for multiple tiers), nonexclusive license, throughout the world and the universe, to access, use, reproduce, copy, capture, collect, record, perform, display, archive, store, maintain, index, monitor, remove, delete, shorten, aggregate, provide, transmit, transfer, distribute, modify, and create derivative works of (i) the User Content for purposes in connection with the Services or related services (e.g., facilitating, supporting or providing the Services or related services), for purposes requested or authorized by you, for purposes imposed on us, or for purposes as provided by law, (ii) de-identified User Content for all purposes, including the purposes of improving, modifying and creating products and services, and (iii) audio, video, recordings, images and information relating to notarial ceremonies or sessions. We reserve the right, in our sole discretion without any obligation, to: (i) monitor and review your access to and use of the Services; (ii) remove, edit, or decline to receive the User Content for any or no reason; and (iii) provide information regarding any illegal or unauthorized use, and the entities and individuals allegedly involved in such use, to third parties that allege such illegal or unauthorized use and to legal authorities. You are responsible for properly setting up and using the Services and maintaining security and backup of the User Content.
You represent and warrant that (i) you are at least eighteen (18) years old; (ii) you have full power and authority to enter into this Agreement on your behalf or on behalf of your organization, and doing so will not violate any other agreement to which you are a party; (iii) your use and activities in connection with the Services and the User Content will be in compliance with this Agreement, our instructions, postings, notices, communications, and documentation, and all applicable laws, statutes, rules, and regulations; (iv) you have all the rights necessary to submit the User Content and the Feedback and to grant the rights as set forth herein; (v) none of the User Content, the Feedback, or the exercise of any of the rights granted to us, does or will infringe or violate any intellectual property rights, proprietary rights, or other rights of a third party, including privacy and publicity rights; and (vi) none of the User Content contains any unlawful content.
4. Termination and Changes.
You may terminate your relationship with us or this Agreement at any time by deactivating your account and discontinuing your use of the Services. We may, at any time, for any or no reason, with or without notice, without any liability, and in our sole discretion, (i) deny, modify, terminate, cancel, or suspend access to or use of any or all of the Services by you or anyone, including your or anyone's account, and (ii) make changes to any of the Services and the TCX Property, including changes that we deem useful to comply with applicable law or to maintain or enhance (a) the quality, access, or use of/to the Services, (b) the competitive strength or market for/of the Services, or (c) the cost, efficiency, or performance of the Services. Upon any termination or expiration of this Agreement for any or no reason, you shall immediately: (i) cease all access to and use of the Services; (ii) return to TCX (or destroy at our request) all copies of the Services then in your possession or control, including all applications and materials provided to you; and (iii) certify to TCX in writing that you have retained no copies of the same.
5. Disclaimers and Limitation of Liability.
ALL SERVICES AND RELATED DOCUMENTATION AND THE RESULTS THEREFROM ("PROPERTIES") ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TCX MAKES NO REPRESENTATIONS OR WARRANTIES TO YOU, ANY PERSON, OR ANY ENTITY IN CONNECTION WITH ANY PROPERTIES. TCX DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS (i) REGARDING THE CORRECTNESS, ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, QUALITY, AVAILABILITY OR USE OF ANY OF THE PROPERTIES, (ii) REGARDING THE RESULTS, DECISIONS OR ACTIONS BASED ON ANY OF THE PROPERTIES, (iii) THAT THE PROPERTIES WILL MEET YOUR REQUIREMENTS OR LEGAL REQUIREMENTS, OR (iv) THAT THE USE OF THE PROPERTIES WILL BE UNINTERRUPTED, SECURE, FREE FROM ANY VIRUS OR HARMFUL CODE, DEFECT FREE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS, SITES, SERVICES, AND ACTIVITIES AND THE RESULTS THEREFROM ("THIRD-PARTY PROPERTIES") ARE PROVIDED "AS IS" AND "AS AVAILABLE." ANY LIABILITY, REPRESENTATION, OR WARRANTY CONCERNING ANY THIRD-PARTY PROPERTIES IS STRICTLY BETWEEN YOU AND THE THIRD PARTY (INCLUDING ANY VENDOR AND ANY USER). YOU ASSUME ALL RISKS ASSOCIATED WITH ANY THIRD-PARTY PROPERTIES, INCLUDING ANY RISKS ASSOCIATED WITH FACE-TO-FACE MEETINGS, REMOTE COMMUNICATIONS, AUDIO/VIDEO COMMUNICATIONS, AND/OR ELECTRONIC, REMOTE OR ONLINE NOTARIZATION BETWEEN YOU (OR YOUR USERS OR DESIGNEES) AND SUCH THIRD PARTY, AND ANY MATERIALS USED OR PROVIDED THEREIN OR PRODUCED THEREFROM. IN CONNECTION WITH THE ELECTRONIC, REMOTE OR ONLINE NOTARIZATION SERVICE (INCLUDING THE REMOTE ONLINE NOTARIZATION SERVICE), TCX MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY NOTARIZATION SESSION OR NOTARIZED DOCUMENTS WILL BE APPROVED BY A LENDER, UNDERWRITER, OR COUNTY RECORDER, OR ANY OTHER ENTITY. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING SUCH APPROVAL. IN NO EVENT WILL TCX BE LIABLE FOR NONACCEPTANCE OR INVALIDITY OF ANY NOTARIZATION SESSION OR NOTARIZED DOCUMENTS (DUE TO REMOTE NOTARIZATION OR OTHERWISE). YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE INTERNET, INCLUDING THE RISK OF DATA BEING INTERCEPTED AND USED BY UNAUTHORIZED THIRD PARTIES. IF YOU ACCESS THE SERVICES FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ASSUME ALL RISKS AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL LOCAL LAWS. WE DISCLAIM ALL LIABILITIES OUTSIDE THE UNITED STATES. YOU AGREE THAT YOU WILL NOT USE THE SERVICES OR ANY OF OUR INFORMATION IN ANY COUNTRY OR IN ANY MANNER PROHIBITED BY ANY APPLICABLE LAWS, RESTRICTIONS OR REGULATIONS. WITHOUT LIMITING ANY OF THE FOREGOING, TCX SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES RELATING TO THE PROPERTIES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF FIRST USE. NO PERSON OR ENTITY CAN MAKE ANY MODIFICATION OR ADDITION TO THE LIMITATION AND EXCLUSION OF WARRANTIES IN THIS AGREEMENT. IN NO EVENT WILL ANY OF TCX, ITS RELATED OR AFFILIATED ENTITIES, CONTRACTORS, SERVICE PROVIDERS, SUPPLIERS, AND LICENSORS, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS ("TCX ENTITIES") BE LIABLE TO YOU OR TO ANY PARTY, UNDER ANY LEGAL THEORY, IN CONNECTION WITH OR ARISING OUT OF (i) ANY USE OF, OR INABILITY TO USE, ANY OF THE PROPERTIES OR THE THIRD-PARTY PROPERTIES, (ii) THE RESULTS, DECISIONS OR ACTIONS BASED ON ANY SUCH USE, OR SUCH INABILITY OF USE, (iii) ANY WARRANTIES, REPRESENTATIONS, LIABILITIES, RESPONSIBILITIES, SERVICES, RISKS, COSTS, OR ITEMS THAT HAVE BEEN DISCLAIMED, THAT ARE PROVIDED "AS IS," OR THAT ARE ASSUMED BY YOU, (iv) ANY ACTIONS OR OMISSIONS OF YOU OR ANY THIRD PARTY, OR (v) ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR ENHANCED DAMAGES, PERSONAL SUFFERING, LOST BUSINESS, REVENUES OR PROFITS, LOSS OF USE, DATA OR GOODWILL, OR THIRD PARTY CLAIMS IN CONNECTION WITH ANY OF THE PROPERTIES, THE THIRD-PARTY PROPERTIES, OR THIS AGREEMENT. IF YOU ARE DISSATISFIED WITH ANY OF THE PROPERTIES, THE THIRD-PARTY PROPERTIES, OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS AGREEMENT WERE AN ESSENTIAL ELEMENT, FOR PROVIDING THE SERVICES BY TCX AND RECEIVING THE SERVICES BY YOU. THE DISCLAIMERS AND LIMITATIONS IN THIS AGREEMENT WILL APPLY EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE OTHERWISE FORESEEABLE, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE FOREGOING DOES NOT APPLY TO ANY WARRANTIES OR LIABILITIES TO THE EXTENT THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
6. Indemnification and Release.
You agree to defend, hold harmless and indemnify TCX Entities from and against any and all claims, demands, suits, judgments, awards, damages, liabilities, losses, costs and expenses (including attorneys' fees and costs) ("Losses") relating to or arising out of, whether in contract, tort or otherwise, whether actual or alleged, (i) your use of or inability to use the Services; (ii) your use of any documents or information obtained from the Services; (iii) your misuse or unauthorized use of the Services; (iv) any User Content; (v) your non-compliance of any terms hereunder; (vi) your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations; (vii) your representations or warranties; or (viii) your acts or omissions. In the foregoing, the term "your" includes employees, contractors, users, customers and agents of you. Without TCX's prior written consent, you may not enter into any settlement that may adversely impact TCX. TCX reserves the right to assume the exclusive defense and control of any of the foregoing matters, in which event you will fully cooperate with TCX in asserting any available defenses and pay for all Losses (including the fees and costs of the defense and any settlement). To the maximum extent of applicable law, you hereby release the TCX Entities from any and all past, present, and future Losses in connection with or arising out of any Properties, any Third-Party Properties, any activities of any users, or any transactions between you and any third parties. IF CALIFORNIA CIVIL CODE SECTION 1542 ("CODE") IS APPLICABLE TO YOU, YOU HEREBY WAIVE THE CODE, WHICH STATES, "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."
(a) Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between TCX and you as a result of this Agreement or use of the Services.
(b) No Legal Assistance. You acknowledge and agree that (i) neither we nor the Services provide legal advice or legal assistance; (ii) while we provide the Services, we are not part of any agreements or contracts between you and any others; and (iii) we are not liable in connection with any of the foregoing.
(c) Electronic Communication. You consent to receive all notices and communications electronically, such as via emails or via electronic postings on our website or in connection with the Services. You agree that all notices and other communications (including disclosures, terms, conditions, changes, and agreements) that we provide to you electronically satisfy any legal requirements, including any requirements that such communications be in writing. You also consent to the use of electronic signatures.
(d) Governing Law. To the maximum extent permitted by law, this Agreement is governed by and construed in accordance with the laws of the state of California without regard to the conflicts of laws provisions thereof, and you consent to the sole jurisdiction and venue, for actions related to this Agreement, in the California state courts located in Los Angeles County and the U.S. federal courts for the Central District of California. Notwithstanding the foregoing, either Party will at all times have the right to seek interim injunctive relief in any court of competent jurisdiction. The UN Convention on Contracts for the International Sale of Goods does not apply. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including this section.
(e) Notices. You consent to receive all notices electronically, such as via an email address posted under your account or via electronic postings on our website or in connection with the Services. All notices to us must be provided to our email address at email@example.com, with a written copy to The Closing Exchange, 21250 Hawthorne Blvd., Suite 785, Torrance, CA 90503; Attn: TCX Management ("Notice Addresses"). Such written notice to us will be deemed given upon personal delivery, or three (3) days after the date of mailing if sent by certified or registered mail, postage prepaid.
(f) Dispute Resolution. If you have any dispute with us, you must first give us an opportunity to resolve the dispute by sending a written description of your claim to us at our Notice Addresses (see Section 7(e)). You and we both agree to negotiate your claim in good faith. If you and we are unable to resolve the claim within 60 days after we acknowledge receipt of this claim description, you may pursue your claim in arbitration as described below.
(g) Binding Arbitration. Each Party agrees that, except as provided below and to the extent permitted by law, any and all claims or disputes in any way related to or concerning the subject matter of this Agreement, including any billing disputes, will be resolved by binding arbitration. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including attorneys' fees).
(i) Arbitration. Any dispute to be resolved by binding arbitration shall be held in Los Angeles County, California, by a single arbitrator, in accordance with the rules then in effect of the American Arbitration Association. The decision of the arbitrator shall be final, conclusive and binding on the Parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction. Except as otherwise specified by applicable law, the prevailing Party is entitled to recover attorneys' fees, costs, and expenses (including the costs and expenses of the arbitration). All information relating to or disclosed by any party in connection with the arbitration of any disputes shall be treated as proprietary information and shall not be disclosed without prior written authorization of the disclosing party. The arbitrator will not have the power to award damages in excess of the limitation on damages set forth in this Agreement and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each Party hereby irrevocably waives any claim to such damages.
YOU MAY OPT-OUT AND DECLINE THIS AGREEMENT TO ARBITRATE BY CONTACTING US AT OUR NOTICE ADDRESSES (SEE SECTION 7(e)) WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST BECAME SUBJECT TO THIS ARBITRATION PROVISION, WHICH IS THE FIRST DATE YOU ACCEPTED THIS AGREEMENT.
(ii) Class Action Waiver. YOU AND WE AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF A COURT OR ARBITRATOR DETERMINES IN AN ACTION BETWEEN YOU AND US THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE, THE ARBITRATION AGREEMENT WILL BE VOID AS TO YOU.
(iii) Jury Trial Waiver. IF A CLAIM PROCEEDS IN COURT, YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL.
(h) Injunctive Relief. You agree that any material breach of this Agreement will result in irreparable harm to us and damages would be an inadequate remedy. Therefore, in addition to our rights and remedies otherwise available at law, nothing herein prevents us from seeking equitable relief, including both a preliminary and permanent injunction, and we may seek such relief in court (without arbitration) or in arbitration. You waive any requirement for the posting of a bond or other security if we seek such an injunction.
(i) Reference and Promotions. You agree that we may internally and externally reference you as our customer and use your name, trademarks and logos for such purpose without charge (e.g., display on our website or marketing materials). We may from time to time send you newsletters, promotional materials, and other communications and materials relating to us or the Services.
(j) Assignment. You may not assign, transfer, delegate, or sublicense any obligations or benefit under this Agreement without our prior written consent. A change of control is deemed an assignment for the preceding sentence. We may assign and delegate any of our rights and obligations without your consent. This Agreement will be binding on and inure to the benefit of the respective successors and permitted assigns of the parties. Any attempted assignment in violation of this Agreement will be void and without effect.
(k) Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, then, except as otherwise specified by applicable law, the prevailing Party will be entitled to attorneys' fees, costs, and disbursements, in addition to any other relief to which the Party may be entitled.
(l) Survival. All provisions of this Agreement that, by their nature should survive termination or expiration, will survive any termination or expiration, including Sections 1 (your obligations and our rights), 2(b)-2(e), and 3 through 7. Termination or expiration of this Agreement for any or no reason does not release you from any liability which, at the time of such termination or expiration, has already accrued to us or which is attributable to a period prior to such termination or expiration, nor preclude us from pursuing any rights and remedies we may have hereunder or at law or in equity.
(m) Waiver. The failure of either Party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights.
(n) Severability. In the event that any provision of this Agreement is determined to be illegal, invalid, or unenforceable, such provision will be construed to reflect the original intent of the Parties as closely as possible and to the extent possible, and the remaining provisions will remain in full force and effect and enforceable.
(o) Headings and Construction. Headings are for convenience only and do not, in any way, affect interpretation of this Agreement. The words "include" and "including," and variations thereof, are deemed to be followed by the word "without limitation."
(p) Force Majeure. A Party will not be liable for non-performance or delay in performance (other than of obligations of payment or confidentiality) caused by any event beyond the control of such Party, including wars, hostilities, revolutions, riots, civil commotion, national emergency, strikes, lockouts, shortage of materials, supplies, labor, fuel, transportation, or power, the other party's breach, pandemics, epidemics, fires, floods, earthquakes, forces of nature, explosions, embargoes, any acts of God, internet, electric power, or communications outage, or any law, proclamation, regulation, ordinance of any court, government, or governmental body.
(q) Entire Agreement. Unless otherwise specified herein, this Agreement constitutes the entire agreement between TCX and you regarding the subject matter hereof and supersedes all prior or contemporaneous communications and agreements.
(r) Printed Form. A printed version of this Agreement and of any notices given in electronic form shall be admissible in proceedings relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.