If you disagree with our Policies or anything in this Agreement, do not use our Technology. Your access, use, reliance on, and/or application of our Technology (referred to herein as "use," "used" or "using") will be conclusive evidence of your acceptance and acknowledgement of our Policies, present and future.
We reserve the right to change our Policies and any of the terms, conditions, and notices under which our Technology is offered to you and/or used by you. We reserve the right in our sole discretion to terminate your use of our Technology without notice. We cannot guarantee that you will always be able to use our Technology and we will not be liable to you or anyone, including those acting with you and/or for you and/or on your behalf and/or anyone on whose behalf you are acting and/or working, for any interruption, delay, loss and/or damages, including without limitation, attorneys' fees, experienced by you or them in using our Technology regardless of the reason or cause.
You agree to release and also indemnify and hold harmless us and our agents, service providers, employees, representatives, and/or any of our authorized, affiliated, and/or designated third parties from any damage or loss suffered by you and/or your employees, employers, agents, and/or representatives, as well as any other person(s) and/or entity(ies) employed, retained, and/or contracted by and/or for you, as a result of your use of our Technology. Should you or any other person(s) and/or entity(ies) as specified herein suffer a loss or incur damage of any type or kind, including without limitation attorneys' fees, as a result of your use of our Technology, our liability, if any, and the liability, if any, of our authorized, designated and/or affiliated agents, service providers, employees, representatives and/or related third parties is limited to the amount paid by you or anyone on your behalf for your right as an individual to use our Technology. If your use is authorized under a license issued to any organization and you are an authorized user based upon that license, our liability, if any, both to you and/or the organization to which we issued the license for our Technology, is limited to the lesser of (a) the cost of an individual license or (b) the cost of the license, if our license is issued not to an individual but a larger organization, divided by the number of users authorized to use our Technology under that license. The sole and exclusive recovery you may have against us in all situations is the amount paid by or for you, as calculated herein, and all other claims, whether in law or in equity, are released and discharged and you exculpate us from any other liability to the maximum extent allowed by law.
At all times you agree not to interfere, directly or indirectly, with any other party's(ies') use of our Technology.
This Agreement is governed by the laws of the State of California. You hereby consent to the exclusive jurisdiction and venue of the local, state, and federal courts in Santa Clara County, State of California for all disputes arising out of and/or relating to your use of our Technology. The use of our Technology is hereby unauthorized and prohibited in any jurisdiction that does not give effect to all provisions and the terms and/or conditions of this Agreement. If any part of this Agreement is determined to be invalid or unenforceable pursuant to relevant and applicable law the invalid or unenforceable provision(s) are deemed superseded by valid, enforceable provision(s) which, to the greatest extent allowed, limits, exculpates, and/or releases us from any liability to you, and the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire agreement between you and us with respect to your use of our Technology. This Agreement supersedes all prior and/or contemporaneous communication(s) and/or agreement(s) whether oral and/or written in hard copy and/or electronic format between you and us. Any rights not expressly granted to you herein are reserved by us.
Any dispute between you and us, including without limitation any of our agents, service providers, employees, representatives, and/or any other person(s) and/or entity(ies) which we may have liability for under law, including without limitation agency law and the doctrine of respondeat superior, must be first mediated by a mutually agreed upon mediator from the organization known as Judicial Arbitration and Mediation ("JAMS") located in the County of Santa Clara, State of California. If mediation is not successful, the dispute will be arbitrated by another member of JAMS and the cost of arbitration shall be borne by you unless otherwise specified by California law. The arbitration shall be binding unless at the time of arbitration we agree to non-binding arbitration. Prior to any mediation and/or arbitration you will provide to us a statement which outlines in detail your claim and all supporting evidence, including the name(s) and address(es) of each witness you believe supports your claim as well as the identification of any document(s) which support your claim. The failure to provide such material and/or evidence to us prior to any mediation or arbitration will be a bar to the presentation of such evidence in any proceeding.