TERMS AND CONDITIONS OF USE
These Terms and Conditions of Use (“Terms”) constitute a legally binding agreement between You and Caribou Apps LLC d/b/a/ Plowz & Mowz and Plowz & Mowz Inc. (collectively, “We”, “Our”, “Us” or “Plowz & Mowz) governing Your access to and use of Our website available at www.plowzandmowz.com (the “Website”), Our mobile applications, including “Plowz & Mowz for Homeowners” and “PLOWZ & MOWZ for Landscapers” (the “Applications” and together with the Website, the “Site”), and the services made available through the Site (as further described below).
As used in these Terms, “You” means any visitor, user or other person who accesses the Site or uses the Services, whether or not that person registered for an account. However, if you are accessing the Site or using the Services on behalf of a company, organization, government or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to these Terms, in which case “You” as used in these Terms will refer to such entity.
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING THE SITE OR USING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THESE TERMS AND CONFIRM YOUR AGREEMENT TO BE BOUND BY THESE TERMS. ANY BREACH OF THESE TERMS WILL RESULT IN THE SUSPENSION AND/OR TERMINATION OF YOUR ACCESS TO THE SITE AND USE THE SERVICES AND MAY SUBJECT YOU TO ADDITIONAL CIVIL PENALTIES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS THE SITE OR USE THE SERVICES. THESE TERMS EXPRESSLY SUPERSEDE ANY AND ALL PRIOR AGREEMENTS OR ARRANGEMENTS WITH YOU.
THESE TERMS MAY BE REVISED FROM TIME TO TIME AND WITHOUT PRIOR NOTICE. IF WE MAKE A CHANGE TO THESE TERMS, IT WILL BE EFFECTIVE IMMEDIATELY UPON OUR POSTING OF SUCH CHANGE OR AN UPDATED VERSION OF THESE TERMS TO THE WEBSITE. YOUR CONTINUED ACCESS TO THE SITE OR USE OF THE SERVICES AFTER ANY CHANGE BECOMES EFFECTIVE CONFIRMS YOUR AGREEMENT TO BE BOUND BY THE REVISED TERMS.
Please note these Terms apply only to users of the Services. A copy of the Independent Contractor Agreement which governs Our relationship with Contractors (as defined below) is available here.
SERVICES; THIRD PARTY CONTRACTORS
You may utilize the Site to arrange and schedule on-demand plowing, mowing and/or such other landscaping, outdoor or related services as We may offer on the Website from time to time (the “Services”). You may use the Services only for real property of which You are the legal owner or for which You are legally permitted to contract to benefit. You represent, by accessing the Site or using the Services, that You either are such legal owner or possess such legal permission, and You acknowledge that We are relying on such representation in causing the Services to be performed. We may, but are not required to, demand proof of same, and You agree that You may be denied access to or use of the Services if You refuse or are unable to provide such proof.
REGISTRATION; CANCELLATION AND TERMINATION
In order to access the Site and use the Services, You must register with Us, using complete and accurate information for all fields requested. You agree to maintain accurate, current and complete information and acknowledge that We may rely on the Information pertaining to Your account at any time as accurate, current and complete. You will only be permitted to register on Your own behalf, and not on behalf of any other person or entity, unless You are an authorized representative of that entity for which authorization we may, but are not required to, demand proof. You agree that You may be denied access to or use of the Services if You refuse or are unable to provide such proof.
We may refuse Your registration or cancel Your account at any time, for any or no reason, in Our sole discretion, resulting in Your inability to access the Site or use the Services. If You wish to terminate Your account, You may do so at any time prior to the commencement of Services by notifying Us in accordance with these Terms and ceasing all use of the Services. Cancellation and termination of Your registration may result in the forfeiture of any or all Referral Credits and/or New User Credits (each as defined below) that You are eligible to receive or use at such time and the destruction of all information in Our possession that is associated with Your account.
These Terms which contemplate or govern performance or observance subsequent to the cancellation or termination hereof, or which by their nature should survive cancellation or termination, shall survive cancellation or termination hereof, including, without limitation, the terms set forth under the headings “Disclaimer; Limitation of Liability”, “Indemnification” and “Governing Law; Submission to Jurisdiction; Waiver of Jury Trial”.
You are solely responsible and liable for activity that occurs on Your account. You shall not permit any third person or party to access or use Your account and shall be responsible for maintaining the confidentiality of Your password. You are not permitted to use another user’s account. You will notify Us immediately in writing of any unauthorized use of Your account, or other account related security breach of which You are aware.
If You are an individual, You may not use the Site or Services if You are not of legal age to form a legally binding contract with Us. You represent and warrant that if You are an individual, You are of legal age to form a binding contract, or that if You are registering on behalf of an entity, You are authorized to enter into, and bind the entity to, these Terms. We may, but are not required to, demand proof of same, and You agree that You may be denied access to or use of the Services if You refuse or are unable to provide such proof. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to You. You agree to comply with all applicable laws when accessing or using the Services, and You may only access the Site or use the Services for lawful purposes. As a condition of use, You promise not to use the Site or Service for any purpose that is not expressly permitted by these Terms. You shall not take any action that attempts to (i) interfere or has the effect of interfering with the proper working of the Site or Services, (ii) bypass any security measures of the Site or Services, (iii) collect, use or scrape any content from the Site, or (iv) modify, appropriate, reproduce, distribute, reverse engineer, mine, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services or Site content, except as expressly authorized by these Terms. By creating an account, You agree that the Services may send You informational text (SMS) messages as part of the normal business operation of Your use of the Services.
To enable Us to use Your information for the purposes described in these Terms, You grant to Us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights You have in Your information, and to use, copy, perform, display and distribute such information to prepare derivative works, or incorporate into other works, such information, in any media now known or not currently known. We do not assert any ownership over Your information; rather, as between You and Us, subject to the rights granted to Us in these Terms, You retain full ownership of all of Your information and any intellectual property rights or other proprietary rights associated with Your information.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if You access or use the Services from Your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Site and the Services and any updates thereto. We do not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
When utilizing the Services, You will pay Us the applicable amount, plus applicable sales tax, using Our third-party payment services. You will be asked to provide credit card information when scheduling a Service on the Site. We will place a “hold” on the available funds on Your credit card for the amount of the transaction when the Service is scheduled (or, where a recurring Service is reserved, on the date that is 3 days prior to the scheduled performance date), and We will charge Your credit card according to Your user agreement with Your credit card after the applicable Contractor provides us with confirmation that the Service has been completed. You hereby authorize Us to place “holds” on the available funds on Your credit card and charge Your credit card for such amounts and to submit such charges to Our third-party payment processor. We will not be liable for any tax or withholding. You represent and warrant that (i) any credit card information You supply to Us is true, correct and complete, (ii) You are duly authorized to use such credit card for the purchase of the Services, (iii) charges incurred by You will be honored by Your credit card company, and (iv) You will pay charges incurred by You at the posted prices, including all applicable taxes, if any.
The terms found under this heading (“Referral Program Terms”) govern Your participation in the Plowz & Mowz Referral Program (the “Referral Program”). By participating in the Referral Program, you agree to comply with these Referral Program Terms.
The Referral Program was created to reward You for referring friends and family to become new users of the Services. When You refer a qualifying friend or family member who schedules and completes a Service with Us, You will be eligible to receive a free one-time referral credit which may be applied toward any future Service in accordance with these Referral Program Terms (“Referral Credit”). Once the referred person creates a Plowz & Mowz account and completes their first Service with Us, a Referral Credit will be made available to You on the bookings page of the Site and automatically applied to Your next transaction. Each qualifying invitee will also be eligible to receive a one-time promotional credit in the amount indicated in the referral invitation which may be applied by that person toward a future Service booking in the manner described below (“New User Credit”).
Referral Credits and New User Credits must be used within 30 days from the date they are issued, after which they will expire. Referral Credits and New User Credits are coupons issued for promotional purposes; they have no cash value and may not be transferred or exchanged for cash. Referral Credits and New User Credits may only be redeemed via the Site. You are responsible for any tax consequences, if any, that may result from Your use of Referral Credits and New User Credits.
Eligibility Requirements for Referring Users
To participate in the Referral Program as a referring user and be eligible to receive a Referral Credit, You must maintain a Plowz & Mowz account in good standing. If You violate these Referral Program Terms or any other applicable Terms, We may immediately suspend or terminate Your ability to participate in the Referral Program under any or all of the accounts with which You are associated.
Eligibility Requirements for Referred Persons
Subject in all cases to the other provisions of these Referral Program Terms, You will be eligible to receive a Referral Credit by referring a friend or family member to use the Services, and each referred person will be eligible to receive a New User Credit, so long as the referred person: (i) has never previously created a Plowz & Mowz account or utilized the Services; (ii) is of legal age in his or her territory of residence, (iii) follows the steps outlined in the referral invitation and creates an account with Us; (iv) schedules and completes a Service with Us; and (v) satisfies any other applicable “Referral Criteria” in place at the time of referral. The Referral Criteria will be set by Plowz & Mowz in its sole discretion and are subject to change at any time. The Referral Criteria may vary by market or within a particular market. Plowz & Mowz, at its sole discretion, may make available certain promotions with different Referral Criteria to other users or prospective users. These promotions, unless offered to You, shall have no bearing whatsoever on Your relationship with Plowz & Mowz. If all of the above conditions are met, the person shall be considered Your “Referred User” for purposes of these Referral Program Terms.
By participating in the Referral Program, You agree that We shall make the final determination as to whether any referral meets all requirements to be considered a qualified referral. We are not obligated to, and may elect not to, release to You the reasons why a particular referral has not been deemed a qualified referral.
You may invite Your friends and family to become new users of Our Services directly through the Site by following the steps outlined under the “Free Credits” caption. Invitations may be delivered in one of two ways:
- You may allow the Site to access Your contact list and select a maximum of 5 contacts to receive the invitation. (While no more than 5 contacts may be selected per invitation, there is no limit on the number of separate invitations that You may initiate.) The Site will generate and send a unique alphanumeric code which may be manually entered into the Site by the invitee(s) when booking a future Service.
- Alternately, if You decline to grant the Site access to Your contact list, the Site will generate an automatic invitation text (SMS) or email containing a unique alphanumeric code which You may send to Your invitee(s) and which may be manually entered into the Site by the invitee(s) when booking a future Service.
Maximum Referral Credits
The maximum total value of unused Referral Credits that may be held in any referring user’s account at any time is $100. Any Referral Credits that a referring user might otherwise have received if not for the fact that its unused Referral Credit balance exceeds the limit set forth in the prior sentence will be forfeited. You may not create multiple Plowz & Mowz accounts to circumvent the Referral Credit maximum, and Plowz & Mowz may withhold or deny any amounts above the maximum Referral Credit. Plowz & Mowz reserves the right to change this maximum amount, and it is Your responsibility to review these Referral Program Terms for the current maximum limit.
Reservation of Rights
Without limiting any other provisions of these Terms, Plowz & Mowz reserves the right to withhold or deduct Referral Credits and/or New User Credits obtained through the Referral Program or suspend accounts in the event that Plowz & Mowz determines or believes that the receipt of the Referral Credit and/or New User Credit was in error, fraudulent, illegal, or in violation of these Referral Program Terms or any other applicable agreement between You or Your Referred User and Plowz & Mowz. If for any reason You believe that there is a discrepancy regarding Your balance of Referral Credits and/or New User Credits, please contact Us. Plowz & Mowz may require You to submit additional information in order to make a determination regarding Your balance. All decisions regarding Your balance will be final and at Plowz & Mowz’s sole discretion.
In connection with Your participation in the Referral Program, You expressly agree to the restrictions listed below. When distributing or communicating any unique alphanumeric code (“Referral Code”) to prospective users, You agree that:
- No Spamming. You will not “spam” anyone with invitations to join the Plowz & Mowz community, and that You at all times will remain compliant with applicable laws. The following specific activities are prohibited:
- Mass emailing, texting or messaging people You do not personally know;
- Use of automated systems or bots through any channel (other than the Site) to distribute or post Referral Codes; and
- Use of scripts or programed or automatic dialers or the like to send invites or to communicate Referral Codes.
- No Misrepresentations. You will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, You agree that You will not:
- Impersonate any person or entity;
- Create fake accounts, blogs, webpages, profiles, websites, links or messages;
- Misrepresent Your relationship with Plowz & Mowz or any other affiliate or third party (e.g., by creating content or communications that could have the effect of leading a consumer to believe that it is an official communication from Plowz & Mowz); or
- Suggest that an affiliation or partnership exists with a third party where none exists.
You acknowledge that Plowz & Mowz may change the characteristics or qualification requirements for Referral Credits or New User Credits in its discretion, and therefore You shall not represent any fixed characteristics (e.g., amount of Plowz & Mowz credit, expiration date).
- Prohibited Content. You will not use the Plowz & Mowz brand in connection with:
- Disparaging or defamatory content concerning Plowz & Mowz or third parties;
- Content which promotes racism, bigotry, hatred, discrimination or physical harm of any kind against any group or individual;
- Offensive, abusive, intimidating or harassing content;
- Content that is sexually explicit, obscene and/or contains nudity;
- Any political and/or religious statement;
- Content containing images or reference to drugs, alcohol, tobacco, weapons or firearms; or
- Content that violates someone else’s privacy.
- Other Restrictions. You will:
- Only distribute Your Referral Code free of charge for promotional purposes, and You may not sell, trade, or barter Your Referral Code under any circumstances or pay or provide anything of value to an invited user beyond any Referral Credit supplied by Plowz & Mowz;
- Not create any Referral Code that infringes on the intellectual property rights of any third party;
- Not pay to advertise Your Referral Code or the Referral Program, including via Google, Facebook, Twitter, Bing and Craigslist; or
- Not defraud or abuse (or attempt to defraud or abuse) Plowz & Mowz, these Referral Program Terms, or any invited users.
If You violate any of these restrictions We may, in Our discretion, remove Your eligibility to participate in the Referral Program, and/or deny You any Referral Credits and/or New User Credits earned in violation or suspected violation of these restrictions.
Termination and Changes
We may, in Our sole and absolute discretion, cancel, change, suspend, or modify any aspect of the Referral Program at any time, without notice. We also may, in Our sole and absolute discretion, terminate or suspend any user’s participation in the Referral Program for any reason, including breach of these Referral Program Terms or any other provisions of these Terms or taking any actions that are inconsistent with the intent of these Referral Program Terms or any other provisions of these Terms.
REPRESENTATIONS AND WARRANTIES
Each time You choose to use the Services, You will be deemed to accept these Terms as they exist at such time, and to represent and warrant that, at the time of commencement of the Services and throughout the performance thereof, the area to be Serviced: (i) is in a condition suitable for mowing, landscaping, plowing or other applicable services to be provided, as applicable based on the nature of the Services requested; (ii) will have boundaries clearly marked; (iii) will be free of all debris, obstacles and obstructions and (iv) is situated on land for which You have a legal right to contract.
DISCLAIMER; LIMITATION OF LIABILITY
WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONTRACTORS, THEIR EXPERIENCE, QUALITY OF SERVICES, INSURANCE STATUS, CERTIFICATION, LICENSE OR LEGITIMACY. WE OPERATE ONLY AS AN INTERMEDIARY BETWEEN YOU AND THE CONTRACTORS, PLACING YOU IN CONTACT WITH THE FIRST AVAILABLE CONTRACTOR FOR THE SERVICES AND COLLECTING PAYMENT FOR REMITTANCE THERETO LESS A FEE FOR OUR SERVICES. Your interactions with the Contractors, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and the Contractors. You should make whatever investigation You feel necessary or appropriate before proceeding with the Services.
THE SITE AND THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES 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, SAVE TO THE EXTENT REQUIRED BY LAW. WE DO NOT WARRANT THAT: A) THE SITE OR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; C) ANY CONTENT AVAILABLE AT OR THROUGH THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS AS TO QUALITY OR TIMELINESS. IN NO EVENT SHALL PLOWZ & MOWZ OR THE CONTRACTORS BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, PUNITIVE, EXEMPLARY AND/OR INCIDENTAL, ARISING OUT OF OR EXPERIENCED IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, BODILY OR PERSONAL INJURY, DAMAGE TO PROPERTY AND/OR ANY OTHER DAMAGES RESULTING FROM PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, YOUR INABILITY TO USE THE SERVICES OR ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY CONTRACTOR. IN THE EVENT OF ANY SUCH LOSS OR DAMAGE, YOU HEREBY RELEASE US AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES AND SUCCESSORS (THE “PLOWZ AND MOWZ GROUP”) AND EACH CONTRACTOR AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES AND SUCCESSORS (THE “CONTRACTOR GROUP” AND, TOGETHER WITH THE PLOWZ & MOWZ GROUP, THE “GROUP”) FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DIRECT OR INDIRECT, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE SERVICES. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SITE OR THE SERVICES REMAINS SOLELY WITH YOU TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
ALL LIABILITY OF EACH MEMBER OF THE GROUP HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE OF THE SITE OR SERVICES IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDED, HOWEVER, THAT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF ANY MEMBER(S) OF THE GROUP HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN THE AGGREGATE TO THE GREATER OF (I) ONE HUNDRED U.S. DOLLARS ($100.00) AND (II) AMOUNTS PAID BY YOU TO US FOR THE SERVICES OUT OF WHICH SUCH LIABILITY AROSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY MEMBER OF THE GROUP BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT ANY OF SUCH PERSONS OR ENTITIES HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE SITE OR SERVICES FOR: INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF REVENUE; LOSS OF GOODWILL; LOSS OF DATA; WASTED EXPENDITURE; OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. You understand that we make no guarantee, either express or implied, regarding the Services and agree to take reasonable precautions and exercise the utmost personal care in all interactions with any individual or entity You come into contact with during Your use of the Services. Notwithstanding anything to the contrary in these Terms, if a court of competent jurisdiction determines that liability of any member(s) of the Group has arisen, the liability of the Plowz & Mowz Group and the Contractor Group shall be several and not joint, and, subject to the foregoing provisions of this paragraph, each such Group shall be liable only for its obligations (and not those of the other Group) under these Terms.
YOU AND WE AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THESE TERMS, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THESE TERMS AND IN THE DECISION BY EACH PARTY TO ENTER INTO THESE TERMS. YOU AND WE FURTHER AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE FAIR AND REASONABLE. IF YOU ARE DISSATISFIED WITH THE SITE OR DO NOT AGREE TO ANY PROVISIONS OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
You shall defend, indemnify, and hold harmless each member of the Group from all losses, costs, actions, claims, damages, demands, expenses (including reasonable legal costs) and liabilities, that arise from or relate to (i) Your use or misuse of, or access to, the Site or Services, (ii) Your breach or violation of these Terms, (iii) Your breach of any of the representations herein or (iv) a third-party using Your account. We reserve 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 Us in asserting any available defenses.
GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL
These Terms shall be governed by and construed in accordance with the laws of the State of New York excluding its conflicts of law rules. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or State Courts located in the County of Onondaga, State of New York. You knowingly, voluntarily and intentionally waive any right to trial by jury that You may have in any action or proceeding, in law or in equity, in connection with these Terms or transactions related hereto.
COPYRIGHT AND TRADEMARK NOTICES; OTHER ACKNOWLEDGEMENTS
The entire contents of the Site are copyrighted, unless otherwise indicated, by Plowz & Mowz. All rights are reserved and content may not be reproduced, downloaded, disseminated, published, or transferred, in any form or by any means, except with the prior written agreement of Plowz & Mowz.
These Terms represent the entire agreement between You and Us with respect to the Site and Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Us with respect thereto. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Waiver of compliance in any particular instance does not mean that We will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, such waiver must be in writing. These Terms are personal to You, and are not assignable, transferable or sublicensable by You except with Our prior written consent. Any purported assignment by You in violation of these Terms shall be null and void. We may assign, transfer or delegate any of Our rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect. Any right not expressly granted herein is reserved by Us. Unless otherwise specified in these Terms, all notices under these Terms will 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; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. In addition, You acknowledge that We may give notice to You through text (SMS) messages to any phone number provided in connection with Your account. If You believe that any content on the Site belonging to Us has been copied in any way that constitutes copyright infringement, or Your intellectual property rights have been otherwise violated, please immediately notify Us of such claims.