Squared H Corporation DBA Ergœrotics™ Terms and Conditions of Use

 

            Please read these Terms and Conditions of Use (“Agreement” or “T&Cs”) carefully before using the services offered by Squared H Corporation DBA Ergœrotics™, including www.Ergoerotics.com (the “Website”) and such other internet domains we may employ in the future (collectively “Squared H Corporation”).  You acknowledge and agree that you have a duty to read this Agreement and represent and warrant that you have done so. This Agreement sets forth the legally binding T&Cs for your use of Squared H Corporation.  By agreeing to use Squared H Corporation in any manner, you agree to be bound by this Agreement, without modification by you, and as modified by us from time to time as authorized herein. You must be, and represent and warranty that you are, at least eighteen (18) years of age or the minimum age of majority in the community in which you live to use Squared H Corporation.  This Agreement applies to all users of Squared H Corporation, including users who are also contributors of content, information, and other materials or services on the Website. If you do not agree to the terms of this Agreement, you are expressly prohibited from using Squared H Corporation and must terminate same immediately.

 

Electronic Communications

 

            When you use Squared H Corporation and/or send e-mails to us, you are employing electronic communications. We will communicate with you by e-mail and/or by posting notices on the Website. You consent to receive communications from us electronically and agree that all agreements, notices, disclosures and other communications that we provide to you electronically (both via e-mail and by posting them on our Website) satisfy any legal requirement that such communications be in writing. If you desire to withdraw your consent to receive communications electronically, you must discontinue your use of Squared H Corporation.

 

Rules and Conduct

 

            As an express condition precedent to your use, you promise not to use Squared H Corporation for any purpose that is prohibited by this Agreement. Use of Squared H Corporation (including, without limitation, any Content or User Content as defined below) is provided only for your own personal, non-commercial use (except as allowed by the terms set forth in the Commerce section below). You are responsible for all of your activity in connection with use of Squared H Corporation.  The term “Content” includes, without limitation, any Squared H Corporation provided content, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible through Squared H Corporation or its affiliates.

 

            By way of example, and without limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through Squared H Corporation that:

 

            1)         infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

 

            2)         you know is false, misleading, untruthful, deceptive or inaccurate;

 

            3)         is unlawful, threatening, abusive, harassing, stalking, defamatory, libelous, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;

 

 

            4)         fraudulently modifying any ranking or rating systems on the Website;

 

            5)         threatens or encourages bodily harm or destruction of property;

 

            6)         constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, junk fax, spam or chain letters, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, a chain letter or that is subject to the CANSPAM Act;

 

            7)         contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Squared H Corporation or any third party;

 

            8)         constitutes false advertising, including but not limited to a violation of Part 255 of the FTC’s false advertising regulations;

 

            9)         is intended to collect personal or personally identifiable information from users or third parties;

 

            10)       is intended to defraud or deceive contributors, vendors and/or Squared H Corporation; or,

 

            11)       impersonates any person or entity, including any employee or representative of Squared H Corporation.

 

            You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of Squared H Corporation, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of Squared H Corporation, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

 

            Squared H Corporation does not guarantee that any Content or User Content (as defined below) will be made available on or through Squared H Corporation.  Squared H Corporation has no obligation to monitor the Website, third party sites, Content, or User Content. However, Squared H Corporation reserves the right to (i) remove, edit or modify any Content (including but not limited to User Content), in its sole discretion, from Squared H Corporation and/or the Website at any time, without notice to you and for any reason (including, but not limited to receipt of claims or allegations from third parties or authorities relating to such Content or if Squared H Corporation believes that you may have violated the terms of this Agreement), or for no reason at all and (ii) to remove or block any User Content from Squared H Corporation.

 

            Squared H Corporation is available only to individuals above the age of 18 that have the capacity to contract and are not prohibited from contracting due to any lawful reason such as being subject to an injunction, mental incapacity or other disability. If you are under the age of 18 or lack the capacity to contract, you are expressly prohibited from using Squared H Corporation.

 

 

Registration

 

 

            You may browse the Website and view Content, including that posted by our other users without registering with Squared H Corporation, but as a condition to using certain aspects of Squared H Corporation, you may be required to register and select a password and screen name (“User ID”). You represent and warrant that you will provide Squared H Corporation with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement which may result in immediate termination of your account and/or access to Squared H Corporation. You shall not (i) use as a User ID or Screen Name the name of another person or entity with the intent to impersonate that person or entity; (ii) use a User ID or Screen Name subject to any rights of a person or entity other than you without appropriate authorization; (iii) use as a User ID or Screen Name that which is otherwise offensive, vulgar or obscene; (iv) use more than one User ID; or (v) register one or more User IDs after having your Squared H Corporation account terminated, for any reason, without the prior written authorization of Squared H Corporation.  Squared H Corporation reserves the right to refuse registration of, or cancel a User ID and linking to any and/or all Screen Names in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Squared H Corporation password. You shall never use another user’s account without such other user’s express permission. You will immediately notify Squared H Corporation in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

 

 

Intellectual Property of Squared H Corporation

 

            All content appearing on the Squared H Corporation Website, and such content we employ on third party websites (e.g. social media sites) including but not limited to our logos, graphics, text, audio/visual works, and software (“Content”), is the property of Squared H Corporation and/or its Vendors and is protected by United States and international copyright law. All software used by Squared H Corporation, on our Website, and by us on other third party websites is the property of Squared H Corporation (or employed under license by Squared H Corporation) and is, likewise, protected by United States and international copyright law. 

 

            All Squared H Corporation logos, graphics, page layouts, banners, icons, scripts, and service names are the trademarks, or trade dress, of Squared H Corporation in the United States and/or other countries (“Squared H Corporation Trademarks”). Any unauthorized use of Squared H Corporation Trademarks is expressly prohibited.  All other trademarks not owned by Squared H Corporation which appear on the Website site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Squared H Corporation.

 

Intellectual Property Rights of Users

 

            Squared H Corporation provides users with the ability to upload content to the Website (“User Content”) and to link to same on other third party websites.  While Squared H Corporation does not acquire any ownership of the User Content or third party content, as an express condition precedent to Squared H Corporation agreeing to accept and display such User Content:

 

            1)         you hereby grant Squared H Corporation a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Website and Squared H Corporation’s (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) and/or Squared H Corporation in any media formats and through any media channels (including, without limitation, third party websites) now known or subsequently devised; and,

 

            2)         you hereby grant Squared H Corporation the worldwide, non-exclusive, royalty-free, perpetual right to (and to allow others acting on its behalf to) (i) use, host, display, and otherwise perform the User Content on your behalf (e.g., use, host, stream, transmit, playback, transcode, copy, display, feature, market, sell, distribute and otherwise exploit (“Host”) the User Content, along with all associated copyrightable works or metadata, including without limitation photographs, graphics, and descriptive text (“Artworks”)); (ii) (and to allow other users to) stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Content and Artworks; and (iii) use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of you and the members of your Givers group(s), in connection with the Gift(s) and Squared H Corporation; and,

 

            3)         you hereby grant each Squared H Corporation user a non-exclusive license to access the User Content through the Website and Squared H Corporation, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content solely for personal, non-commercial use; and,

 

            4)         you hereby grant to Squared H Corporation the worldwide, non-exclusive, perpetual, royalty-free, sublicensable and transferable right to use, reproduce, copy, and display your name, trademarks, service marks, slogans, logos or similar proprietary rights in connection with the User Content; and,

 

            5)         you represent and warrant, and can establish to Squared H Corporation’s full satisfaction upon request that you (i) own or otherwise control all rights to all User Content, or that same is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any User Content to use same as contemplated by this Agreement and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by this Agreement; (iv) that the use or other exploitation of such User Content by Squared H Corporation, its users, and linked third party websites as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and (v) you are authorized to grant all of the aforementioned rights to the User Content to Squared H Corporation and all its users; and,

 

            6)         you agree to pay all royalties and other amounts owed to any person or entity due to your submission of User Content to Squared H Corporation.

 

            For clarity, the foregoing licenses granted to Squared H Corporation and its users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to the material, unless otherwise agreed in writing. 

 

            You acknowledge that by submitting any User Content to Squared H Corporation, you are publishing that User Content, and that you may be identified publicly by your Screen Name in association with any such publication.  You Screen Name will be equal to your User ID by default, or to your Alias if you specify an Alias in your user account.

             

 

            You understand that Squared H Corporation shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; that all information published through Squared H Corporation is the sole responsibility of the person from which such content originated; that Squared H Corporation will not be liable for any errors or omissions in any content; that Squared H Corporation cannot guarantee the identity of any other users with whom you may interact through Squared H Corporation; that Squared H Corporation does not endorse and has no control over any User Content; that Squared H Corporation cannot guarantee the authenticity of any data which users may provide about themselves; and that all content accessed by you using Squared H Corporation is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

 

Copyright Infringement and DMCA Policy

 

            Squared H Corporation respects the intellectual property rights of others. If you believe that material located on or linked to by Squared H Corporation violates your copyright, you must notify Squared H Corporation in accordance with Squared H Corporation’s Digital Millennium Copyright Act (“DMCA”) Policy, available on our Website and incorporated by reference herein. Squared H Corporation will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a user or visitor who infringes the copyrights or other intellectual property rights of Squared H Corporation or others, Squared H Corporation may, in its discretion, terminate or deny access to and use of Squared H Corporation. In the case of such termination, Squared H Corporation will have no obligation to provide a refund of any amounts previously paid to Squared H Corporation.

 

 

Use of Widgets and Links

 

            Squared H Corporation may give you the opportunity to post a code that creates a Squared H Corporation graphic (a “Widget” or "Banner") on your website, personal blog, social network profile, and/or other locations on the Internet.  This graphic may contain shopping cart features of or direct links to the Website.  You may also share a URL from Squared H Corporation on your website, personal blog, social network profile, and/or other locations on the Internet.  You agree that your use of Squared H Corporation widgets, banners and URL links are subject to this Agreement, that you will not post any Squared H Corporation widget, banner, or URL link anywhere such content is prohibited, and that you will remove all Squared H Corporation widgets, banners and URL links immediately upon termination of this Agreement.

 

Termination

 

            Squared H Corporation may terminate your access to all or any part of Squared H Corporation at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Website. Any fees paid hereunder are non-refundable. Upon termination, you shall remain liable for all payment transactions and any other obligations incurred by you. Upon termination, Squared H Corporation has the absolute right to prohibit your access to the service. Squared H Corporation reserves the right to deactivate User IDs and passwords, and to refuse you future access to Squared H Corporation (or its relatives or known acquaintances or if a business entity, its parent, affiliates or subsidiaries or its or their successors). 

 

            All content licenses, ownership, warranty disclaimers, indemnity and limitations of liability provisions shall survive the termination of this Agreement.

 

Warranty Disclaimer

 

            Squared H Corporation has no special relationship with or fiduciary duty to you. You acknowledge that Squared H Corporation has no control over, and no duty to take any action regarding: which users gain access to the Website; what content you access via the Website; what effects the content may have on you; how you may interpret or use the content; what actions you may take as a result of having been exposed to the content; what goods and/or services you may acquire (in whole or in part), and the performance of our Vendors. You release Squared H Corporation from any and all liability for you having acquired or not having acquired goods, services and/or other information through the Website. The Website may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Squared H Corporation makes no representations concerning any content contained in or accessed through the Website, and Squared H Corporation will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website or Squared H Corporation ’s other services.

 

            SQUARED H CORPORATION IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SQUARED H CORPORATION, AND ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.  SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

            IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF NOT KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

 

Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711)

 

            SQUARED H CORPORATION MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH SQUARED H CORPORATION, THE WEBSITE OR ANY WEBSITE LINKED TO THE WEBSITE. SQUARED H CORPORATION will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on SQUARED H CORPORATION’s equipment, transmitted over networks accessed by the Website, or otherwise connected with your use of SQUARED H CORPORATION.

 

Indemnification

 

            You agree to and shall defend, indemnify, and hold Squared H Corporation, its affiliates and each of its, and its affiliates employees, contractors, directors, officers, managers, members, suppliers and representatives harmless from any and all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, Squared H Corporation, the Website, Content, your User Content, violation of the Terms and Conditions, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.  Squared H Corporation reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Squared H Corporation in asserting any available defenses.

 

Limitation of Liability

 

            IN NO EVENT SHALL SQUARED H CORPORATION, NOR ITS DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SQUARED H CORPORATION SERVICE AND/OR WEBSITE (I) FOR ANY LOST GOODS, PROFITS, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

 

            Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

           

            Squared H Corporation is the provider of the Website, which is an interactive computer service as those terms are defined under Section 230 of the Communications Decency Act. Consequently, Squared H Corporation  will not be treated as the publisher or speaker of any tortious content posted to the Website.  Squared H Corporation reserves the right to remove any content from the Website that it determines is offensive, unlawful, threatening, defamatory, obscene, or otherwise objectionable, which will be determined in Squared H Corporation’s sole and absolute discretion.

 

            SQUARED H CORPORATION AND YOU BOTH AGREE THAT ANY PROCEEDING ARISING OUT OF OR RELATED TO THE SQUARED H CORPORATION SERVICE AND WEBSITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

 

Security

 

            Squared H Corporation has implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, Squared H Corporation cannot and does not guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

 

Privacy

 

            Our Privacy Policy, as amended from time to time, is displayed on our Website and is incorporated by reference herein. 

 

International Use of Squared H Corporation

 

            Accessing Squared H Corporation is prohibited from territories where such content is illegal. If you access Squared H Corporation from other locations, you do so at your own initiative and are responsible for compliance with local laws.

 

Resolution of Disputes

 

            YOU AGREE THAT ANY CLAIM OR DISPUTE THAT YOU MAY HAVE AGAINST SQUARED H CORPORATION WILL BE EXCLUSIVELY RESOLVED THROUGH ARBITRATION.

 

            YOU AND SQUARED H CORPORATION AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT EQUITY AND LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR YOUR USE OF SQUARED H CORPORATION OR THE WEBSITE, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ALSO WAIVE ANY RIGHT TO COMMENCE, BE A PARTY TO OR AN ACTUAL OR PUTATIVE CLASS MEMBER OF ANY CLASS OR COLLECTIVE ACTION ARISING OUT OF OR RELATING THERETO. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD EXCLUSIVELY IN SAN FRANCISCO, CALIFORNIA AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF CALIFORNIA AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND SQUARED H CORPORATION AGREE THAT BOTH PARTIES WILL BE REQUIRED TO BE PRESENT WITHIN THE STATE OF CALIFORNIA IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT, HOWEVER IF YOU RESIDE MORE THAN 100 MILES FROM SAN FRANCISCO, CALIFORNIA, YOU MAY APPEAR AT SUCH PROCEEDINGS TELEPHONICALLY. YOU AND SQUARED H CORPORATION AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING. JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED BY ANY COURT HAVING JURISDICTION.

 

Governing Law

 

            This Agreement (and any additional rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. Additionally, the Federal Arbitration Act and federal arbitration law also apply to this Agreement. You agree that the Squared H Corporation (and all related websites) is deemed a passive Website that does not give rise to personal jurisdiction over Squared H Corporation or its respective parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers, managers, members or shareholders, either specific or general, in any jurisdiction other than the State of California. You agree that any arbitration proceeding (and any judicial enforcement thereof) arising out of or relating to these terms, or your use or non-use of Squared H Corporation shall be commenced solely in San Francisco, California and you hereby consent and submit to the personal jurisdiction of such arbitration panel (and any court enforcing the judgment of same) for the purposes of resolving any such dispute. You hereby irrevocably waive any claim of forum non-convenience and any right you may have to trial by jury in any such dispute, action or proceeding.

 

 

Integration and Severability

 

            This Agreement is the entire agreement between you and Squared H Corporation and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Squared H Corporation. The terms of this Agreement are contractual and not a mere recital. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement.

 

 

            If an arbitrator or court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

 

Miscellaneous

 

            Squared H Corporation shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Squared H Corporation’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). This Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with Squared H Corporation's prior written consent. Any attempted assignment not in conformity herewith is null and void. Squared H Corporation may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement shall be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail to the email address provided by you during registration; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. This agreement shall inure to the benefit of and be binding upon each party’s successors and assigns. The captions to these sections or subsections of this Agreement are solely for the convenience of the parties, and are not part of the Agreement, and shall not be used for the interpretation of, determination or the validity of the Agreement or any provision hereof. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy.  No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

 

Squared H Corporation reserves the right to amend, modify, replace, or discontinue this Agreement or the Website at any time in its sole and exclusive discretion. We additionally reserve the right to limit or restrict access to all or parts of Squared H Corporation at any time and without notice or liability. You hereby understand and agree that you are solely responsible for reviewing the terms of this Agreement from time to time. Any continued use of Squared H Corporation by you after such amended terms have been posted or information regarding such amendment has been sent to you via e-mail, shall be deemed your consent and agreement to such amended terms.