Services Terms & Conditions

Last Updated: 2023-09-04

These Services Terms and Conditions (these "Terms and Conditions") is a legal agreement between you and Crowdalert, Inc. ("Crowdalert," "we," "us," or "our"). These Terms and Conditions specify the terms under which you may access and use our proprietary platform that is made available to you through our Website (the "Platform") and our app made available to you via third-party platforms such as Slack (the "App"). The Platform and the App are collectively referred to herein as the "Services."

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE "PRIVACY POLICY"), WHICH IS HEREBY INCORPORATED INTO THESE TERMS AND CONDITIONS AND MADE A PART HEREOF BY REFERENCE (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, THEN PLEASE DO NOT USE THE SERVICES.

If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Services, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Services. By continuing to access or use the Services after we have posted a modification on the Services, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Services.

THE SECTIONS BELOUW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Capitalized terms not defined in these Terms and Conditions shall have the meaning set forth in our Privacy Policy.

1. DESCRIPTION OF THE SERVICES; RIGHT TO ACCESS AND USE THE SERVICES

Our Platform connects to Customer's business systems and ingests events from the Customer's business systems. The Platform analyzes the events and generates alerts that are sent to Customer's Authorized Users and Customer Personnel via the Slack App, emails and the Platform.

Subject to the terms and conditions of this Agreement, Crowdalert hereby grants you during the term of this Agreement a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, to access and use the Services solely for your internal business purposes.

Crowdalert reserves the right to change the availability of any feature, function, or content relating to the Services, at any time, without notice or liability to you.

2. ACCOUNT CREDENTIALS

In order to use the Platform, your Authorized Users will have to create an account on the Platform, by providing email address, password and potentially additional information that will assist us in authenticating their identity when they log-in in the future (collectively, the "Account Credentials"). When creating the account, each Authorized User must provide true, accurate, current, and complete information. Each Account Credential can be used by only one Authorized User. Each Authorized User is responsible for the confidentiality and use of his/her Account Credentials, including all activities that are associated with his/her Account Credentials. Customer and/or Authorized User will promptly inform us of any need to deactivate any Account Credentials. Crowdalert is under no obligation to accept any individual as Customer or Authorized User, and may accept or reject any registration in its sole and complete discretion.We have the right to disable any Account Credentials at any time for any reason, including if in our sole discretion we believe that you have failed to comply with these Terms and Conditions.

3. USE OF PERSONAL INFORMATION

Your use of the Services may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.

4. OWNERSHIP

The Services contain material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Crowdalert (collectively referred to as the "Content"). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content, and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Crowdalert (the "Crowdalert Trademarks") used and displayed on the Services are registered and unregistered trademarks or service marks of Crowdalert. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the "Third-Party Trademarks," and, collectively with Crowdalert Trademarks, the "Trademarks"). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Crowdalert Trademarks inures to our benefit.

Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

5. CUSTOMER DATA; USAGE DATA; AGGREGATE DATA

For purposes of this Agreement, "Customer Data" means (i) any data and information that we ingest by connecting to Customer's business systems, including but not limited to event logs; and (ii) any data and information that Authorized Users and Customer Personnel submit through the Services; and "Usage Data" means anonymous, analytical data that Crowdalert collects concerning the performance and your use of the Services, including, without limitation, date and time that you access the Services, the portions of the Services visited, the frequency and number of times such pages are accessed, the number of times the Services is used in a given time period and other usage and performance data.

As between the parties, Customer owns all right, title, and interest in and to Customer Data, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all intellectual rights therein. Customer hereby grants Crowdalert a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display and distribute Customer Data: (i) during the term of this Agreement, in furtherance of Crowdalert' obligations hereunder; and (ii) for Crowdalert's internal business purposes, including using such data to analyze, update, and improve the Services and Crowdalert's analytics capabilities and for benchmarking purposes.

Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, Customer Data, as well as any Usage Data that we may collect, in an anonymous and aggregated form ("Aggregate Data") for the purposes of operating, maintaining, managing, and improving our products and services including the Services. Aggregate Data does not identify Customer or any individual. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.

6. FEES

Crowdalert offers and Customers can purchase a monthly or annual subscription for the Services ("Subscription") for a fee set forth on the Website (the "Subscription Fee"). Crowdalert may add new fees and charges, or amend fees and charges, at any time in its sole discretion. Payment for a Subscription is due immediately upon making a purchase for a subscription. By making a purchase, Customer is agreeing to pay Crowdalert, through our third-party payment processor ("Third-Party Payment Processor"), all charges at the fees then in effect for Subscriptions. Any information you provide to the Third-Party Payment Processor will be processed by such Third-Party Payment Processor in accordance with its privacy policy and terms of use. YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR ACCOUNT, AND PROMPTLY UPDATE ALL INFORMATION TO KEEP SUCH ACCOUNT INFORMATION CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE). FURTHER, YOU MUST PROMPTLY NOTIFY US IF A PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH YOUR ACCOUNT.

By purchasing a Subscription, Customer acknowledges that Customer's Subscription has an initial and recurring payment charge at the then-current Subscription rate, Customer agrees that Crowdalert may submit monthly charges, in advance to Customer's chosen payment method without further authorization from Customer, until Customer provides notice to Customer that Customer wishes to cancel Customer's Subscription or to change Customer's payment method. Customer further accepts responsibility for all recurring charges prior to cancellation, including, where applicable, any charges processed by Crowdalert after the expiration date of Customer's payment card.

Customer may change or terminate Customer's Subscription by emailing us at policy@crowdalert.com. If Customer terminates Customer's Subscription, Customer may use Customer's Subscription until the end of the then-current billing cycle, and the Subscription will not be renewed after that period expires. Crowdalert does not refund any pre-paid portion of the Subscription fee. Crowdalert may immediately terminate or suspend Customer's Subscription for any reason or no reason in accordance with these Terms and Conditions, including for failure to pay the applicable fees when due. If we terminate or suspend Customer's Subscription, Customer's right to use any software or content provided in connection with the Subscription is also terminated or suspended (as applicable).

From time to time, Crowdalert may offer free trial of the Services. Crowdalert reserves the right in its sole discretion to stop offering free trial of the Services at any time without any liability to you.

7. COMMUNITY GUIDELINES

By accessing and/or using the Services, you hereby agree to comply with the following guidelines:

You will not use the Services for any unlawful purpose;
You will not access or use the Services to collect any market research for a competing businesses;
You will not upload, post, e-mail, transmit, or otherwise make available any content that:
- infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
- constitutes promotion or advertising of any third-party website, product or service; or
- is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another's privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
- discloses any sensitive information about another person, including that person's e-mail address, postal address, phone number, credit card information, or any similar information.
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not decompile, reverse engineer, disassemble, or otherwise attempt to discern the source code or interface protocols of any software or other products or processes accessible through the Services;
You will not resell, distribute, or sublicense the Services, or any portion or component thereof;
You will not remove or modify any proprietary markings or restrictive legends placed on the Services;
You will not use the Services, or any portion or component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not specifically permitted in these Terms and Conditions;
You will not use the Services in connection with service bureau, timeshare, service provider or like activity whereby you operate the Services for the benefit of a third party;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Services;
You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Services;
You will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Services for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
- To the extent you utilize any robot, spider, scraper, or other automated means to access the Services in violation of the foregoing, you hereby allow us to, with or without notice to you, employ any technical safeguards or other means to block such activities, including, without limitation, blocking your access to the Services entirely.
You will not introduce, post, or upload to the Services any Harmful Code. As used herein, "Harmful Code" means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, "Trojan horses," "viruses," "worms," "time bombs," "time locks," "devices," "traps," "access codes," or "drop dead" or "trap door" devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Services;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means.

Crowdalert reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof. You are free to stop using the Services at any time.

8. RESTRICTIONS

The Services is available only for individuals aged 18 years or older. If you are under 18 years of age, then please do not access and/or use the Services. By entering into this Agreement, you represent and warrant that you are 18 years or older.

9. FEEDBACK

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services and our services ("Feedback"). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.

10. NO WARRANTIES; LIMITATION OF LIABILITY

THE SERVICES AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND NEITHER CROWDALERT NOR CROWDALERT'S SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND CROWDALERT HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT CROWDALERT AND CROWDALERT'S SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION, NOR SHALL WE BE RESPONSIBLE FOR (A) THE CORRECTNESS, ACCURACY, RELIABILITY, COMPLETENESS OR CURRENCY OF THE SERVICES; OR (B) ANY RESULTS ACHIEVED OR ACTION TAKEN BY YOU IN RELIANCE ON THE SERVICES OR THE CONTENT OR ALERTS PROVIDED THROUGH THE SERVICES.ANY DECISION, ACT OR OMISSION OF YOURS THAT IS BASED ON THE SERVICES OR THE CONTENT OR ALERTS PROVIDED THROUGH THE SERVICES IS AT YOUR OWN AND SOLE RISK. THE SERVICES AND THE CONTENT AND ALERTS PROVIDED THROUGH THE SERVICES IS PROVIDED AS A CONVENIENCE ONLY AND DOES NOT REPLACE THE NEED TO REVIEW ITS ACCURACY, COMPLETENESS AND CORRECTNESS.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES, SHALL BE LIMITED TO THE GREATER OF (I) MONIES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THAT GAVE RISE TO THE CLAIM OR (II) ONE HUNDRED DOLLARS ($100).

11. EXTERNAL SITES

The Services may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

12. REPRESENTATIONS AND WARRANTIES

You represent and warrant that you have: (i) all rights and permissions necessary to provide us with or grant us access to and use of Customer Data, and (ii) obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all applicable laws and regulations with respect to Customer Data provided hereunder.

13. INDEMNIFICATION

You will indemnify, defend, and hold Crowdalert, its affiliates, and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, "Crowdalert Indemnitees") harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney's fees (collectively, "Losses") incurred by any Crowdalert Indemnitee in connection with a third-party claim, action, or proceeding (each, a "Claim") arising from your (i) breach of this Agreement, including but not limited to, any breach of your representations and warranties; (ii) misuse of the Services, and/or the Content; (iii) negligence, gross negligence, willful misconduct, fraud, misrepresentation or violation of law; or (iv) violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.

14. COMPLIANCE WITH APPLICABLE LAWS

The Services are based in the United States. We make no claims concerning whether the Services may be viewed or be appropriate for use outside of the United States. If you access the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

15. TERM; TERMINATION

These Terms and Conditions, and your right to access and use the Services, will commence upon your acceptance of these Terms and Conditions and will continue for the period of your Subscription.

We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms and Conditions and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability. Sections 4, 5, 6, 9, 10, and 12-20 shall survive the termination of these Terms and Conditions.

16. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement, and/or the Services (each, a "Dispute"), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act ("FAA"). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT'S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS' Streamlined Arbitration Rules and Procedures. All applicable JAMS' rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator's award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 18 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

17. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18. EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of California for purposes of any such action by us.

19. CONTROLLING LAW; EXCLUSIVE FORUM

The Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of California for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement

20. MISCELLANEOUS

Notwithstanding anything to the contrary set forth in these Terms and Conditions, each party may during the term of this Agreement, use the other party's name and/or logo for marketing and promotional purposes, including, without limitation, identifying Customer as a customer of Crowdalert on the Website or elsewhere. You may not assign any of your rights, duties, or obligations under these Terms and Conditions to any person or entity, in whole or in part, without written consent from Crowdalert. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.