THESE TERMS OF SERVICE (INCLUDING ALL OF OUR OTHER TERMS AND POLICIES REFERENCED HEREIN, THIS “TOS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN US AND YOU, REGARDLESS OF YOUR CORPORATE FORM OR IF YOU ARE AN INDIVIDUAL, AND IT GOVERNS YOUR USE OF, AND DEALINGS WITH, US, ANY PRODUCTS AND/OR SERVICES WE PROVIDE OR MAKE AVAILABLE TO YOU AND OUR WEBSITES (INCLUDING OUR WEBSITE AT WWW.MYPROFIT.CO, ALONG WITH ANY OTHER WEBSITES WE OPERATE IN CONNECTION WITH OUR PRODUCTS AND SERVICES (ALL OF THE FOREGOING ARE “MY PROFIT”). “We”, “us” and “our” refer to MY PROFIT INC., a company organized under the laws of the State of Delaware, U.S.A.
YOU SHOULD READ THIS TOS CAREFULLY AND RETAIN A COPY FOR YOUR RECORDS. THIS TOS IS A LEGALLY-BINDING AGREEMENT THAT CONTAINS IMPORTANT TERMS THAT ARE BINDING ON YOU, INCLUDING YOUR AGREEMENT TO ARBITRATE DISPUTES, YOUR PROMISE TO INDEMNIFY US, YOUR CONSENT TO PERSONAL JURISDICTION IN THE STATE OF NEW JERSEY, U.S.A., YOUR RELEASE OF CERTAIN CLAIMS AND LIABILITIES AGAINST US, AND YOUR WAIVER OF YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION AGAINST US.
BY REGISTERING TO USE MY PROFIT OR OTHERWISE INDICATING YOUR AGREEMENT TO THESE TERMS, AND AGAIN EACH TIME YOU LOG INTO MY PROFIT: (A) YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THIS TOS AND ANY CHANGES THAT MAY HAVE BEEN MADE TO IT SINCE YOU PREVIOUSLY LOGGED-IN; (B) YOU ARE REPRESENTING THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US; (C) YOU ARE ACCEPTING THIS TOS AND AGREEING THAT YOU ARE LEGALLY BOUND BY THIS TOS; (D) YOU ARE AGREEING THAT THIS TOS WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU AND US BE IN WRITING; AND (E) YOU ARE AGREEING THAT YOUR ACTIONS IN REGISTERING FOR OR LOGGING INTO MY PROFIT OR OTHERWISE INDICATING YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE YOUR VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THIS TOS BETWEEN YOU AND US BE SIGNED BY YOU IN WRITING.
IF YOU ARE ENTERING INTO THIS TOS ON BEHALF OF A COMPANY OR OTHER LEGAL NON-PERSON ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THIS TOS, AND REFERENCES TO “YOU” AND “YOUR” IN THIS TOS WILL ALSO BE READ TO REFER TO THAT PERSON OR ENTITY.
IF YOU DO NOT AGREE TO THESE TERMS OR IF YOU ARE NOT AT LEAST EIGHTEEN (18) YEARS OF AGE AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US, YOU ARE PROHIBITED FROM REGISTERING FOR, LOGGING INTO OR USING MY PROFIT.
Changes become effective on the date we specify in writing. However, if the changes pertain to MY PROFIT that is offered on a subscription basis and the effective date falls during a Subscription Period for which you had already prepaid fees as of the date we first provided notice of the changes, then the changes do not become effective until the first day of the next Subscription Period after the one you already prepaid for. You are solely responsible for cancelling your subscriptions and discontinuing use of MY PROFIT before the last day of the prepaid Subscription Period if you do not agree to the changes. If you are unsure as to when the last day of your current Subscription Period is, it is your responsibility to contact us so we can assist you.
All changes become binding on you the next time you log into or use MY PROFIT after the date the changes become effective. YOU WILL BE ABLE TO REVIEW CHANGES TO THIS TOS BEFORE LOGGING IN TO MY PROFIT. LOGGING INTO OR USING MY PROFIT AFTER THE EFFECTIVE DATE OF CHANGES MEANS THAT YOU ACCEPT AND AGREE TO THE CHANGES AND THEY ARE BINDING ON YOU. However, such changes do not have retroactive effect, and only apply to your use of MY PROFIT after the date you accept such changes. Without limiting the foregoing, any changes to the section titled “Dispute Resolution” will not apply to any claims or disputes of which you or we have actually notified the other on or prior to the date the change becomes effective and binding on you as described in this Section. YOU AGREE THAT CLICKING A “REMEMBER ME” OPTION OR ENABLING A SIMILAR FUNCTION TO AVOID THE NEED TO MANUALLY LOG IN CONSTITUTES YOUR LOG-IN, REVIEW AND ACCEPTANCE OF THIS TOS EACH TIME YOU ACCESS MY PROFIT WHILE THE “REMEMBER ME” OPTION REMAINS EFFECTIVE.
3. CHANGES TO MY PROFIT. From time to time, we may add, delete and/or modify features and functionalities of MY PROFIT as we deem necessary or desirable in our sole business discretion. However, if you have already prepaid fees to us for future use of such MY PROFIT and such addition, deletion and/or modification removes the core functionality of MY PROFIT, then you may terminate use of the MY PROFIT and receive a refund of an equitable portion of any unused prepaid fees paid to us (if any) by giving written notice to us within thirty (30) days after the core functionality was removed, which right of termination and refund (if any) WILL be your SOLE AND EXCLUSIVE REMEDY FOR ANY CHANGES TO THE FEATURES OR FUNCTIONALITIES OF MY PROFIT. The “core functionality” of MY PROFIT may be specified in the applicable additional terms for MY PROFIT. Your choice to terminate use of MY PROFIT does not terminate this TOS.
With respect to new or additional features and functionalities, additional terms and/or fees may apply to these features, and using such new or additional features after notice of such additional terms and/or fees constitutes your consent to such additional terms and fees, which WILL become part of this TOS (and if such additional terms conflict with other terms of this TOS, they will control with respect to such new or additional features).
4. PERMISSION TO USE MY PROFIT. Subject to all terms and conditions of this TOS, including without limitation any registration requirements, the payment of all applicable charges and fees and your agreement to and compliance with any additional terms applicable to MY PROFIT, we grant you a limited non-exclusive, personal, nontransferable, nonassignable, non-sublicenseable, revocable license, only when you are in compliance with all terms and conditions of this TOS and this TOS has not been terminated, to access and use available features of MY PROFIT in accordance with all terms and conditions of this TOS.
You may not make any other use of MY PROFIT not specifically permitted in this TOS without our prior express consent in writing. Without limiting any other term of this TOS, you agree that you will not and will cause all of Your Users to not: (i) do any act not expressly permitted by this TOS, or access or use MY PROFIT in violation of this TOS or in violation of any applicable laws, rules or regulations; (ii) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available MY PROFIT or your right to access or use MY PROFIT to any third party in any way (unless we have given you express permission to do so); (iii) copy, modify, adapt, publicly display or publicly perform or create derivative works of MY PROFIT or any portion thereof (including any content that is not Your Content), or decompile, reverse assemble, or otherwise reverse engineer MY PROFIT or any portion thereof, except to the extent otherwise expressly permitted by law; (iv) attempt to gain unauthorized access to, or otherwise impair the integrity, use or security of, MY PROFIT or any information accessible thereby (including information of third parties) or any systems or data of us or a third party (including any online retailer or user of MY PROFIT); or (v) use MY PROFIT to process, store, transmit or receive any information or materials if prohibited under this TOS, by policies of the given online retailer or by applicable laws, rules or regulations. THIS PARAGRAPH WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
5. RESPONSIBILITY FOR YOUR USERS. “Your User(s)” means each person or entity who accesses or uses MY PROFIT by or through you, your account or user IDs and passwords (whether or not such access or use is authorized by you). You are responsible for all activity occurring under your account and all acts and omissions of Your Users, including for all charges under your account or incurred by Your Users. You agree that any acts or omissions of Your Users that would constitute a breach of this TOS or failure of a condition if committed by you will be deemed to be a breach of this TOS or failure of such condition by you, and you will be responsible and liable for all such acts or omissions. THIS SECTION WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
6. REGISTRATION; ACCOUNT INFORMATION. To use MY PROFIT, you must provide all information we request to establish, register and confirm your account (for example, identification and contact information, billing and payment information) and to establish access credentials (for example, user IDs and passwords). You will ensure that all such information is kept current, complete, truthful and accurate at all times. You will keep all account information (including user IDs and passwords, and other means to access non-public portions of MY PROFIT) confidential and disclose them only on a “need-to-know” basis.
As part of your registration, you must allow us to verify your email address. In addition, we may require you to provide or validate other information about yourself in the future, if we have a reasonable need for the information to provide MY PROFIT or to perform under (or to exercise our rights under) the TOS. We have the right to refuse your registration or suspend or terminate your use of MY PROFIT if you fail to provide the requested information and to keep it current, complete, truthful and accurate at all times.
7. ELECTRONIC COMMUNICATIONS; CONNECTIVITY. You consent to use and receipt of electronic communications and records related to your use of MY PROFIT or your account (which communications and records may include, without limitation, notices related to MY PROFIT requiring your attention, agreements and policies, and payment authorizations and transaction receipts or confirmations). You give us permission to provide these communications and records to you electronically instead of in paper form. You also consent to the use of electronic signatures by you and us, and such electronic signatures will be deemed to satisfy any requirement under applicable law that an agreement, or that your signature to the agreement, be in writing.
Minimum hardware, software and connectivity requirements for you and Your Users to use any MY PROFIT and make and receive electronic communications, records and signatures include: (i) a valid email address and email client; (ii) a connection to the Internet; (iii) currently-supported versions of a web browser and any necessary plug-ins; (iv) a currently-supported version of a program that accurately reads and displays PDF files, such as the current version of Adobe Acrobat Reader; (v) a computer or device and an operating system capable of supporting all of the above; and (vi) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. You are solely responsible for procuring and maintaining all such necessary hardware, software and connectivity at all times.
We have NO LIABILITY for your inability to fully use MY PROFIT or to receive, make or act upon such electronic communications, records or signatures if caused by (i) your failure to procure and maintain all necessary hardware, software and connectivity, (ii) any act or omission of any third party (including any provider of such hardware, software and connectivity), or (iii) your failure to keep all contact information, billing and payment information and other account-related information current, truthful, complete and accurate at all times. You may withdraw these consents by giving us notice in writing – however, IF YOU WITHDRAW YOUR CONSENT TO RECEIVE SUCH RECORDS AND NOTICES ELECTRONICALLY OR TO USE ELECTRONIC SIGNATURES, YOU WILL NO LONGER BE PERMITTED TO USE MY PROFIT.
8. OUR ASSISTANCE. From time to time, we may offer additional assistance and/or services to you in connection with your use of MY PROFIT. If we agree to provide such assistance or services, our obligations are always subject to (i) payment of any additional fees we may require for performing such assistance or services and (ii) you providing us with any cooperation, information or materials we need to perform such services.
9. PROHIBITED ACTIVITIES, INFORMATION AND MATERIALS.We reserve the right to, at any time, suspend or terminate your account or your use of MY PROFIT, or refuse, delete, remove or disable access to any information or materials (including Your Content as defined elsewhere in this TOS), WITHOUT ANY LIABILITY TO YOU, where required by applicable law, rule or regulation, or if we determine that it does not comply (or that you are not complying) in all respects with this TOS, or if we determine, in our sole discretion, that the information or materials is unacceptable to us or could lead to liability on our part to any third party. WITHOUT LIMITING ANY OTHER TERM IN THIS TOS, YOU SPECIFICALLY AGREE THAT YOU WILL NOT USE MY PROFIT IN CONNECTION WITH ANY ACTIVITIES, OR PROVIDE US WITH, ANY INFORMATION, OR MATERIALS (INCLUDING YOUR CONTENT AS DEFINED ELSEWHERE IN THIS TOS), THAT MEETS ANY OF THE FOLLOWING CRITERIA:
YOU AGREE AND ACKNOWLEDGE THAT IT IS OUR POLICY IN APPROPRIATE CIRCUMSTANCES TO DISABLE AND/OR TERMINATE THE ACCOUNTS OF SUBSCRIBERS OR USERS WHO ARE REPEAT INFRINGERS OR ARE THE SUBJECT OF AN UNREASONABLE NUMBER (AS DETERMINED IN OUR DISCRETION) OF NOTICES OF CLAIMED INFRINGEMENT INVOLVING US. WE WILL HAVE NO LIABILITY TO YOU WHATSOEVER FOR OUR EXERCISE OR NON-EXERCISE OF THIS POLICY.
THIS SECTION WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
10. THIRD PARTIES; COMPLIANCE WITH THIRD PARTY POLICIES AND TERMS. MY PROFIT MAY FACILITATE YOUR INTERACTIONS WITH THIRD PARTIES (INCLUDING THIRD PARTY WEBSITES, ONLINE RETAILERS, SELLERS, BUYERS AND VARIOUS INTERMEDIARIES) OR USE OF PRODUCTS AND SERVICES OFFERED BY THIRD PARTIES. IN ADDITION, CERTAIN FEATURES OR FUNCTIONALITIES OF MY PROFIT MAY BE DEPENDENT ON ACTIONS OR PERMISSIONS OF THIRD PARTIES (FOR EXAMPLE, CERTAIN MY PROFIT MAY BE DEPENDENT ON THIRD PARTY PERMISSIONS FOR US OR YOU TO CONTINUE PROVIDING OR USING FEATURES OR FUNCTIONALITIES IN CONNECTION WITH SUCH THIRD PARTIES.)
10.1 YOUR COMPLIANCE WITH THIRD PARTY POLICIES, TERMS AND CONDITIONS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING AND ENSURING THAT YOUR USE OF MY PROFIT COMPLIES AT ALL TIMES WITH ALL POLICIES, TERMS AND CONDITIONS OF THIRD PARTIES THAT APPLY TO YOU OR YOUR USE OF THE MY PROFIT IN CONNECTION WITH SUCH THIRD PARTIES. YOU WILL ENSURE THAT YOUR USE OF MY PROFIT WILL AT ALL TIMES COMPLY WITH ALL SUCH POLICIES, TERMS AND CONDITIONS, AND WE HAVE NO RESPONSIBILITY TO VERIFY YOUR COMPLIANCE. WE WILL HAVE NO LIABILITY TO YOU WHATSOEVER FOR ANY LOSS OR HARM YOU MAY SUFFER AS A RESULT OF YOUR FAILURE TO COMPLY WITH ALL SUCH POLICIES OR AGREEMENTS OR YOUR USE OF ANY MY PROFIT IN A MANNER THAT DOES NOT COMPLY WITH ALL SUCH POLICIES, TERMS AND CONDITIONS.
10.2 WE ARE NOT A PARTY TO YOUR TRANSACTIONS WITH THIRD PARTIES. YOU AGREE THAT WE ARE NOT A PARTY TO ANY TRANSACTION OR INTERACTION BETWEEN YOU AND ANY THIRD PARTY (INCLUDING ANY BUYER OR SELLER OF ANY PRODUCTS OR SERVICES OR ANY OPERATOR OF A THIRD PARTY WEBSITE OR SERVICE), EVEN IF THAT TRANSACTION OR INTERACTION IS FACILITATED, IN WHOLE OR IN PART, BY OR THROUGH US OR MY PROFIT. YOUR TRANSACTIONS AND INTERACTIONS WITH ANY THIRD PARTY, INCLUDING PAYMENT AND FULFILLMENT, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH SUCH TRANSACTIONS OR INTERACTIONS, ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTY AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH TRANSACTIONS AND INTERACTIONS ARE AT YOUR OWN RISK. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND OR NATURE INCURRED AS THE RESULT OF, OR IN CONNECTION WITH, ANY SUCH TRANSACTION OR INTERACTION. YOU ALSO UNDERSTAND AND AGREE THAT IF THERE IS A DISPUTE BETWEEN YOU AND ANY THIRD PARTY, WE HAVE NO OBLIGATION TO BECOME INVOLVED. WE DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THESE TRANSACTIONS AND INTERACTIONS TO THE FULLEST EXTENT PERMITTED BY LAW. YOU HEREBY RELEASE US, OUR OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS IN RIGHTS FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR TRANSACTIONS OR INTERACTIONS WITH ANY THIRD PARTY (INCLUDING ANY SHOPPER OR, ONLINE RETAILER), INCLUDING ANY DISPUTES ARISING IN CONNECTION THEREWITH.
10.3 CONDITIONS ON OUR PERFORMANCE. ALL OF OUR OBLIGATIONS AND UNDERTAKINGS UNDER THIS TOS ARE SUBJECT TO ALL POLICIES, PERMISSIONS, TERMS AND CONDITIONS OF THIRD PARTIES THAT APPLY TO YOUR OR OUR USE OF THE MY PROFIT WITH SUCH THIRD PARTIES, WHICH POLICIES, PERMISSIONS, TERMS AND CONDITIONS MAY BE CHANGED FROM TIME TO TIME BY THE APPLICABLE THIRD PARTY. WE HAVE NO CONTROL OVER SUCH POLICIES, PERMISSIONS, TERMS AND CONDITIONS OR ANY CHANGES TO THEM, NOR WILL WE HAVE ANY LIABILITY TO YOU FOR OUR FAILURE TO PERFORM OR FOR YOUR INABILITY TO FULLY USE OR RECEIVE THE BENEFIT OF MY PROFIT AS A RESULT OF ANY SUCH POLICIES, PERMISSIONS, TERMS AND CONDITIONS OR ANY CHANGES TO THEM. WE DO NOT WARRANT THAT MY PROFIT IS OR WILL BE FULLY COMPLIANT WITH ALL SUCH POLICIES, PERMISSIONS, TERMS AND CONDITIONS.
11. PRICING AND PAYMENT. THE FOLLOWING TERMS IN THIS SECTION APPLY TO YOU ONLY IF YOU USE MY PROFIT OR SERVICES FOR WHICH WE CHARGE A FEE
11.1 Pricing and Payment Generally. Where payment of fees is required for use of MY PROFIT or other service we provide, you agree to pay us all fees for purchases made from us and for services ordered from us. Our current fees for MY PROFIT are available through the applicable additional terms for MY PROFIT. To the extent we provide any feature or services for which we charge a fee that is not listed in those pricing terms, we will provide you with notice of such fees prior to providing the feature or service (for example, by displaying the fee at the time you are using the feature to which the fee applies, and your use of the feature to which the fee applies constitutes your consent to such fee).
11.2 Subscriptions. If MY PROFIT is offered on a subscription basis and you elect to use the MY PROFIT under one of our subscription plans, you will pay a recurring subscription fee for access for the applicable subscription plan you select (monthly or annual) (the monthly or annual period for the plan you select is the “Subscription Period”). Your Subscription Period begins on the day you select the applicable subscription plan, and automatically renews for another Subscription Period at the end of the current Subscription Period unless you notify us of nonrenewal (or your election to change to another subscription plan) before the end of your current Subscription Period. For monthly plans, the Subscription Period is approximately thirty (30) days (but no later than the last day of the next month, if less than thirty (30) days), and, for annual plans, the Subscription Period ends on the anniversary of the day you selected the annual subscription plan. Fees due or paid for a Subscription Period are not subject to being pro-rated. We will automatically charge you subscription fees for the next Subscription Period upon each renewal.
11.3 Upgrading or Downgrading your Subscription.
(1) Subscription Upgrades: If you change to another subscription plan with a HIGHER fee or LONGER duration or commitment than your current subscription (an upgrade), your current Subscription Period will terminate – and the first Subscription Period under your new subscription plan will start – when the upgrade becomes effective in our systems (generally 1-2 business days). The fee for the new Subscription Period will be charged to you when the upgrade becomes effective in our systems (though we may credit your account for any unused prepaid fees under your prior subscription plan that was terminated due to your upgrade). Any new features or benefits available only under the new subscription plan will become available to you as soon as the upgrade becomes effective in our systems.
(2) Subscription Downgrades: If you change to another subscription plan with a LOWER fee or SHORTER duration or commitment than your current subscription (a downgrade), your current Subscription Period will continue to run as normal, and the first Subscription Period under your new subscription plan will start when your current Subscription Period expires (and the fee for the new Subscription Period will be charged to you at that time). Any new features or benefits available that are only under the new subscription plan will not be available to you until the new Subscription Period starts.
11.4 Additional Payment Terms. Payment of all fees are due in advance, and we have no obligation to perform under this TOS during any period in which all fees due have not been paid in full. We reserve the right to change fees by giving you notice or by updating the pricing shown in the applicable additional terms for MY PROFIT, but these changes will only apply to purchases made or services or features used or ordered after the date the change is effective (or, for subscriptions, such changes will only apply to the next and subsequent Subscription Periods). If you are paying by credit card, you must provide us at all times with a valid, current credit card number and related billing information as a condition to using MY PROFIT, and we will automatically charge your credit card for any fees due, without the requirement of your signature or any additional action on your part. You represent that you are not a “consumer” within the meaning of the Electronic Funds Transfer Act (15 U.S.C. §1693 et seq.) or California Business and Professions Code §17600, et seq. Our fees do not include, and we are not responsible for, (i) any additional fees or charges imposed on you in connection with such payments by any financial institution, processor or intermediary, including interest charges, currency conversion fees or any processing fees, or (ii) any taxes, levies, or duties or similar amounts related to the fees or your use of MY PROFIT. You are responsible for paying all of the foregoing, excluding only United States (federal or state) taxes based solely on our net income. YOUR OBLIGATIONS TO PAY AMOUNTS DUE WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
12. OWNERSHIP; YOUR CONTENT.
12.1 Ownership. You agree that, as between you and us, we (and our licensors, where applicable) own all right, title and interest, including all related intellectual property rights, in and to the MY PROFIT, all content in or on the MY PROFIT (other than Your Content), all proprietary technology owned or used by us, or made available to you by us, and all modifications, enhancements and improvements to any of the foregoing. We hereby reserve all rights worldwide not specifically granted to you in this TOS, and you agree that you will not, and will cause all of Your Users to not, make any use of any of the foregoing in any manner or for any purpose whatsoever except as expressly permitted by the terms and conditions of this TOS. The “MY PROFIT INC” name and logo, the other product and service names, trademarks, service marks and logos associated with us or MY PROFIT are trademarks or service marks of ours or of third parties, and no right or license is granted to you to use them for any purpose whatsoever. This Section does not limit any rights or remedies we may have under any applicable laws, rules and regulations.
12.2 License in Your Content and Related Data. “Your Content” means any and all materials, data or information that you or any of Your Users delivers, makes available or to which you grant access (or causes to be delivered, made available or access to be granted) to us or MY PROFIT (i) in connection with our performance hereunder or your use of MY PROFIT or (ii) that are utilized in connection with, or incorporated into, MY PROFIT. “Your Content” includes, without limitation, information and materials relating to you, your business, your use of MY PROFIT, confidential information, trade secrets, copyrights, trademarks, patentable subject matter or intellectual property of you or of third parties. “Your Content” also specifically includes any information or material not owned by us which is accessible via any link created or provided by you or any of Your Users (or by us on your behalf or at your direction) to or from any portion of MY PROFIT or in connection with MY PROFIT (including links you include in your postings or communications using MY PROFIT). You agree and acknowledge that we are entitled to rely fully on all of Your Content and we have no obligation to investigate or verify any such information for accuracy, completeness, compliance with applicable third party policies, term or condition or compliance with applicable laws, rules and regulations. That being said, we have no obligation to perform where Your Content provided is incomplete for the purposes needed (as determined by us) or does not comply with this TOS.
You grant to us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, assignable, transferable and sublicenseable (at multiple levels) right and license to use, reproduce, disclose, adapt, translate or transform, publish, distribute (internally and externally), perform and publicly display copies of, and prepare derivative works based upon, Your Content and derivatives thereof, and authorize others to do any of the foregoing, as reasonably necessary to use Your Content in connection with MY PROFIT and performance of our obligations hereunder and to provide MY PROFIT to you and/or others, regardless of the form, medium, or technology being employed to provide MY PROFIT. You hereby represent, warrant and covenant to us that: (i) prior to delivering or making available Your Content to us or using it in connection with MY PROFIT, you have obtained or will obtain from all owners or proprietors of any and all of Your Content all rights in, and consents of third parties with respect to, Your Content reasonably necessary for us and our agents and subcontractors to lawfully perform hereunder and to do all acts related thereto described in this TOS (including exercising any licenses granted hereunder); and (ii) you will maintain all rights and consents set forth at subsection (i) for so long as any license granted to us survives.
You also grant to us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, assignable, transferable and sublicenseable (at multiple levels) right and license to use and disclose information contained in or derived from Your Content or Related Data (defined below), on an anonymous (de-identified) basis only (on an aggregated or un-aggregated basis), for statistical, analytical, research, marketing, product/service improvement, and similar purposes. “Related Data” means data or information associated with or arising out of Your Content or your or any of Your User’s use of MY PROFIT (including without limitation data associated with usage of, requests made to, and responses generated in connection with, MY PROFIT).
Neither we nor any of our sublicensees will have any duty to compensate or account to you or Your Users for or in connection with the exercise of any of the foregoing rights. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS TOS FOR ANY REASON.
13. INDEMNIFICATION. YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS US AND OUR SUCCESSORS OR ASSIGNS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS (EACH INDIVIDUALLY AN “INDEMNITEE” AND COLLECTIVELY “INDEMNITEES”), TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSS, DAMAGE, OR HARM (INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES) SUFFERED BY ANY INDEMNITEE ARISING FROM OR IN CONNECTION WITH ANY OF THE FOLLOWING (EXCEPT TO THE EXTENT CAUSED BY OUR OWN NEGLIGENCE OR WILLFUL MISCONDUCT):
ALL INDEMNITEES ARE EXPRESSLY MADE THIRD PARTY BENEFICIARIES OF THIS SECTION. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS TOS FOR ANY REASON.
14. DISCLAIMER. YOUR USE OF MY PROFIT IS AT YOUR OWN RISK. MY PROFIT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU AGREE THAT, EXCEPT AS SPECIFICALLY STATED IN THIS TOS, WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO MY PROFIT, THEIR CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY SERVICES OR INFORMATION OBTAINED THROUGH ANY MY PROFIT). WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF MY PROFIT, THAT MY PROFIT OR THE COMPUTING ENVIRONMENT THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT MY PROFIT, THEIR CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY PRODUCTS, SERVICES OR INFORMATION SENT TO, STORED BY OR OBTAINED DIRECTLY OR INDIRECTLY THROUGH MY PROFIT) WILL BE ACCURATE, COMPLETE, UP-TO-DATE, SECURE, ERROR-FREE, UNINTERRUPTED, OR OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND NOT SPECIFICALLY STATED IN THIS TOS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON. WE MAKE NO CLAIMS THAT THE MY PROFIT ARE APPROPRIATE OR COMPLIANT WITH APPLICABLE LAWS, RULES AND REGULATIONS OUTSIDE OF THE UNITED STATES OF AMERICA. IF YOU ACCESS OR USE THE MY PROFIT FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, RULES AND REGULATIONS.
15. LIMITS ON OUR LIABILITY. THIS SECTION AND ALL OF ITS SUBSECTIONS WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
(A) TO THE EXTENT MY PROFIT ARE PROVIDED TO YOU FOR USE AT NO CHARGE BY US (“FREE PRODUCTS”), YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, GENERAL, EXEMPLARY OR PUNITIVE) ARISING OUT OF OR IN CONNECTION WITH FREE PRODUCTS FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY. YOU AGREE THAT FREE PRODUCTS ARE BEING PROVIDED TO YOU BY US AT NO CHARGE BY US TO YOU AND AS A CONVENIENCE TO YOU AND THESE LIMITATIONS ON OUR LIABILITY ARE FAIR IN LIGHT THEREOF. MY PROFIT THAT WE OFFER AT NO CHARGE DURING A TRIAL PERIOD ARE “FREE PRODUCTS” WITH RESPECT TO YOUR USE OF THEM DURING THE TRIAL PERIOD.
(B) TO THE EXTENT THAT WE CHARGE YOU FOR ANY USE OF MY PROFIT – OR TO THE EXTENT THAT THE LIMITATIONS IN THE IMMEDIATELY PRECEDING PARAGRAPH (A) ARE NOT FULLY ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS UNDER APPLICABLE LAW – THEN YOU AGREE THAT:
(C) ANYTHING IN THIS TOS TO THE CONTRARY NOTWITHSTANDING, YOUR REMEDIES ARE LIMITED TO THOSE EXPRESSLY SET FORTH IN THIS TOS. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WILL CONTINUE TO APPLY EVEN IN THE EVENT A WARRANTY OR REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NO ACTION ARISING OUT OF THIS TOS, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AGAINST US MORE THAN ONE (1) YEAR AFTER COMMISSION OF THE ACT OR OMISSION WHICH GAVE RISE TO THE CAUSE OF ACTION, DISPUTE OR CLAIM.
(D) YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY LIMITATION ON OUR LIABILITY IN THIS TOS (INCLUDING ANY PROVISION OF THIS TOS THAT STATES WHAT WE WILL HAVE LIMITED (OR NO) LIABILITY OR RESPONSIBILITY WITH RESPECT TO THE SUBJECT MATTER OF SUCH PROVISION), CONSTITUTES YOUR AGREEMENT TO RELEASE US, OUR OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS IN RIGHTS FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, TO THE EXTENT THAT THEY ALLEGE OR CLAIM ANY LIABILITY THAT HAS BEEN EXCLUDED OR DISCLAIMED OR THAT EXCEEDS THE AGREED-UPON LIMITATION. IN CONNECTION THEREWITH AND IN CONNECTION WITH ANY OTHER RELEASE UNDER THIS TOS, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “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 KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
(E) THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
16. TERMINATION; SUSPENSION. The term of this TOS commences on the date you first register to use MY PROFIT or otherwise indicate your agreement to these TOS, renews each time you log into or use MY PROFIT, and continues until terminated by either you or us. Either of you or us may terminate this TOS for convenience upon written notice to the other. Termination of this TOS for any reason also terminates all of your rights to use any and all MY PROFIT. HOWEVER, EXCEPT WHERE WE SPECIFICALLY PROVIDE FOR A REFUND ELSEWHERE IN THIS TOS (INCLUDING IN THE ADDITIONAL TERMS FOR MY PROFIT), IF YOU CANCEL YOUR SUBSCRIPTION FOR MY PROFIT FOR CONVENIENCE BEFORE THE END OF THE CURRENT SUBSCRIPTION PERIOD, THE FEES FOR THAT SUBSCRIPTION PERIOD ARE NON-REFUNDABLE AND REMAIN DUE (AND YOU MAY BE ENTITLED TO CONTINUE TO USE MY PROFIT (IN ACCORDANCE WITH THIS TOS) UNTIL THE END OF THAT SUBSCRIPTION PERIOD). WHERE WE DO PROVIDE FOR A REFUND, YOUR RIGHT TO USE MY PROFIT TERMINATES IMMEDIATELY. ANY PROVISIONS OF THIS TOS THAT ARE SPECIFICALLY STATED TO SURVIVE TERMINATION OF THIS TOS FOR ANY REASON WILL SURVIVE, AS WILL ANY PROVISIONS OF THIS TOS THAT SERVE TO LIMIT OUR LIABILITY OR PROTECT OUR RIGHTS IN OUR INTELLECTUAL PROPERTY OR OTHER PROPERTY.
suspend our performance hereunder and/or suspend or limit your and/or any of Your Users’ access to or use of MY PROFIT, or to terminate this TOS, IMMEDIATELY AND WITHOUT ANY LIABILITY TO YOU in the event of (i) a breach of this TOS by you (including failure to make any payment when due) or (ii) any act or omission of any of Your Users that (a) would constitute a violation of this TOS if done by you or (b) in our reasonable discretion, poses a risk of disruption or interference with MY PROFIT (or the security thereof) or with any other user’s use of MY PROFIT, or (c) constitutes (in our reasonable discretion) an unreasonable, excessive or abusive use of MY PROFIT, our systems or resources. Neither termination of this TOS or suspension of your use of MY PROFIT relieves you of your obligation to pay amounts due to us.
In addition, and without limiting any other right of termination we may have, we may terminate this TOS for convenience with respect to MY PROFIT by discontinuing the MY PROFIT on notice to you, and this termination will be WITHOUT LIABILITY TO YOU, provided that, if you have prepaid fees for use of the discontinued MY PROFIT beyond the date that such discontinuance becomes effective, we will refund you such unused prepaid fees, which will be your SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION OR DISCONTINUATION.
17. DISPUTE RESOLUTION. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND US HAVE AGAINST EACH OTHER ARE RESOLVED. THIS SECTION AND ITS SUBSECTIONS WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
17.1 GOVERNING LAW. THIS TOS WILL BE DEEMED TO HAVE BEEN MADE AND ENTERED INTO IN MILLBURN, NEW JERSEY, U.S.A. THIS TOS AND ANY CLAIM, ACTION, SUIT, PROCEEDING OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH, OR RELATING IN ANY WAY TO, THIS TOS OR YOUR USE OF MY PROFIT (EACH A “DISPUTE” FOR PURPOSES OF THIS SECTION AND ITS SUBSECTIONS) WILL IN ALL RESPECTS BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW JERSEY (EXCLUDING ITS PRINCIPLES REGARDING CONFLICTS OF LAWS) AND APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA.
17.2 AGREEMENT TO ARBITRATE. YOU AND WE AGREE THAT ANY DISPUTE (INCLUDING QUESTIONS OF ARBITRABILITY) WILL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY, AND ONLY SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS.
TO BEGIN AN ARBITRATION PROCEEDING, THE PARTY SEEKING ARBITRATION MUST FIRST GIVE WRITTEN NOTICE TO THE OTHER DESCRIBING THE DISPUTE(S) TO BE ARBITRATED. IF YOU AND WE ARE UNABLE TO RESOLVE THE CLAIMS AND DISPUTES DESCRIBED IN THE NOTICE WITHIN THIRTY (30) DAYS AFTER THE NOTICE IS RECEIVED BY THE OTHER PARTY, YOU OR WE MAY INITIATE ARBITRATION PROCEEDINGS WITH THE ARBITRATION ADMINISTRATOR IDENTIFIED BELOW.
THE ARBITRATION WILL BE ADMINISTERED BY HENNING MEDIATION & ARBITRATION SERVICE, INC. (“HMA”) IN ACCORDANCE WITH ITS RULES. MORE INFORMATION ABOUT HMA AND ITS RULES CAN BE FOUND AT HTTP://WWW.HENNINGMEDIATION.COM/. THE ARBITRATION HEARING AND ALL PROCEEDINGS IN CONNECTION THEREWITH WILL TAKE PLACE IN ESSEX COUNTY< NEW JERSEY, U.S.A.; HOWEVER, EITHER YOU OR WE CAN CHOOSE TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE IF PERMITTED BY HMA’S RULES. THE ARBITRATION WILL BE CONDUCTED BY A SINGLE ARBITRATOR SELECTED BY YOU AND US FROM HMA’S PANEL OF ARBITRATORS, OR, IF YOU AND WE ARE UNABLE TO AGREE ON THE SELECTION, BY AN ARBITRATOR APPOINTED BY HMA. THE AWARD WILL BE RENDERED WITHIN THIRTY (30) DAYS OF THE CONCLUSION OF THE ARBITRATION HEARING. THE DECISION OF THE ARBITRATOR WILL BE FINAL AND BINDING ON BOTH YOU AND US, AND ANY AWARD THEREON MAY BE ENTERED AND ENFORCED IN ANY COURT OF COMPETENT JURISDICTION, INCLUDING PURSUANT TO THE UNITED STATES CONVENTION ON THE RECOGNITION AND ENFORCEMENT OF FOREIGN ARBITRAL AWARDS (WHERE APPLICABLE). THE ARBITRATION WILL BE CONDUCTED IN THE ENGLISH LANGUAGE. EACH OF YOU AND US WILL BEAR OUR OWN FEES AND EXPENSES OF ARBITRATION AND PARTICIPATING IN SUCH ARBITRATION, AND ALL FEES AND EXPENSES OF THE ARBITRATOR WILL BE DIVIDED EQUALLY BETWEEN YOU AND US, UNLESS OTHERWISE AGREED IN WRITING BY YOU AND US OR AWARDED BY THE ARBITRATOR.
THIS AGREEMENT TO ARBITRATE WILL NOT BE DEEMED TO PROHIBIT YOU OR US FROM APPLYING TO ANY COURT OF COMPETENT JURISDICTION, FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF ONLY, AS MAY BE NECESSARY TO PROTECT YOUR OR OUR INTELLECTUAL PROPERTY RIGHTS OR RIGHTS IN OUR CONFIDENTIAL INFORMATION, BUT ALL OTHER RELIEF SOUGHT, AND ALL OTHER DISPUTES, WILL REMAIN SUBJECT TO THIS AGREEMENT TO ARBITRATE.
17.3 WAIVER OF CLASS ACTION. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, YOU AND WE EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR RIGHTS TO BRING CLAIMS AGAINST THE OTHER AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION. YOU AND WE AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.
17.4 JUDICIAL FORUM FOR LEGAL DISPUTES; CONSENT TO JURISDICTION. IN THE EVENT THAT THE AGREEMENT TO ARBITRATE ABOVE IS FOUND NOT TO APPLY TO YOU OR TO A PARTICULAR DISPUTE AS A RESULT OF A DECISION BY THE ARBITRATOR OR A COURT ORDER, THEN, UNLESS YOU AND WE AGREE OTHERWISE, ANY DISPUTE THAT IS NOT SUBJECT TO THE AGREEMENT TO ARBITRATE MUST BE RESOLVED EXCLUSIVELY BY AND IN THE COURTS LOCATED IN ESSEX COUNTY, NEW JERSEY OR THE UNITED STATES DISTRICT COURT FOR NEW JERSEY. EACH OF YOU AND US HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION AND EXCLUSIVE VENUE OF COURTS LOCATED IN ESSEX COUNTY, NEW JERSEY OR THE UNITED STATES DISTRICT COURT OF NEW JERSEY, FOR THE PURPOSE OF LITIGATING SUCH DISPUTES, AND WAIVES LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AS A DEFENSE. HOWEVER, THE TERMS OF THE SECTION TITLED “WAIVER OF CLASS ACTION” WILL CONTINUE TO APPLY TO SUCH LITIGATION.
18. NOTICES. We may deliver any notice required or permitted hereunder (i) via a notice on MY PROFIT or (ii) via electronic mail to your contact information on record with us in your account information, which notice WILL be deemed received by you when posted or transmitted by us. Where we permit notices to be given to us via a feature or functionality of MY PROFIT (for example, changes to your account or billing information), you may give such notice through such feature or functionality and it will be deemed effective upon actual receipt by us, but only to the extent the notice is of a type for which the feature or functionality is intended to convey (for example, using your account page to update your contact information). Otherwise, all notices to us under this TOS (including notices of claims or disputes or to initiate arbitration) must be delivered in writing in hard-copy (paper) to us by (i) personal delivery by hand, (ii) registered mail, (iii) certified mail, return-receipt requested, or (iv) reputable national or international mail courier with proof of delivery. Our current address is:
MY PROFIT INC.
10 Pondview Ct.
Short Hills, NJ 07078
Attn: TOS Notices
We may change this notice address by updating this TOS or by listing a new address on the applicable MY PROFIT or website(s) associated with them. YOU ARE RESPONSIBLE FOR MAKING SURE YOU ARE SENDING NOTICES TO OUR MOST-CURRENT ADDRESS AND FOR CONFIRMING THAT THEY HAVE BEEN RECEIVED BY US. Notices given to our address will be deemed effective upon the first normal business day (non-weekend/non-holiday) following actual receipt by us at such address. THIS SECTION WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
19. GENERAL TERMS. THIS SECTION AND ITS SUBSECTIONS WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
19.1 Force Majeure. You agree that we will have NO LIABILITY for any issues caused by causes beyond our control, including acts or omissions of third parties. Without limiting the foregoing, you agree that MY PROFIT may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications, and we will not be liable for any delays, delivery failures, or other damage resulting from such limitations, delays, and other problems.
19.2 Waiver; Amendment; Assignment. No waiver of any right or remedy by us will be valid unless in writing, and waiver of a right or remedy on one occasion by us will not be deemed a waiver of such right or remedy on any other occasion. Except as otherwise provided in this TOS, this TOS may not be amended or modified except by a writing signed by you and us. You may not assign this TOS or any of your rights or obligations without our prior written consent, and any attempt to do so will be void. We may freely assign this TOS or any of our rights or obligations (in whole or in part, including without limitation in connection with the sale, assignment or other divestiture of some or all of our assets or business that relate to MY PROFIT), and you waive notice of such assignment.
19.3 Severability. If any provision of this TOS is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this TOS will be valid and enforceable to the fullest extent permitted by applicable law.
19.4 Headings; Language. Section titles and headings in this TOS are provided for convenience only and do not affect or limit the meaning or interpretation of the TOS. The official language of this TOS is English. In the event this TOS is translated, the English version will control, and translations into languages other than English will not be construed as official or original versions of this TOS. All contract interpretations, notices and dispute resolutions will be in English.
19.5 Links. If MY PROFIT contains links to other sites and resources provided by third parties, these links are provided for convenience only. We have no control over the contents of those sites or resources, and will have no responsibility for them and NO LIABILITY for any loss or damage that may arise from them or your use of them. If you decide to access any of the third party sites or resources linked to MY PROFIT, you do so entirely AT YOUR OWN RISK and subject to the terms and conditions of use for such sites or resources (including any applicable data privacy or security policies of such sites).
19.6 Entire Agreement. This TOS sets forth the entire agreement and understanding between you and us pertaining to its subject matter, superseding all prior or contemporaneous discussions, agreements, promises or understandings between you and us pertaining to such subject matter. Any additional or varying terms contained in your preprinted forms, correspondence or other documents transmitted to us, will be of no effect, unless otherwise expressly provided in this TOS, and are hereby rejected in advance.
19.7 Independent Contractors; No Other Beneficiaries. You agree and acknowledge that the relationship between you and us is that of an independent contractor, and nothing contained in this TOS will be construed as establishing any employer/employee relationship, partnership or joint venture between you and us unless specifically stated otherwise in this TOS. You have no authority to bind us to any legal obligation. There are no intended third-party beneficiaries of this TOS, and nothing in this TOS will be construed to create any rights enforceable by any person or entity other than you and us.
This Terms of Service Agreement was revised on 5/22/2018