Subscriber Agreement & Terms of Use

MARKETWATCH SUBSCRIBER AGREEMENT AND TERMS OF USE
UPDATED ON OCTOBER 22, 2020.

PLEASE SCROLL DOWN AND READ THE SUBSCRIBER AGREEMENT AND TERMS OF USE BELOW.

This Subscriber Agreement and Terms of Use (this “Agreement”) governs your use of all digital products and services from MarketWatch.com, BigCharts.com, virtualstockexchange.com, and newsletters (“MarketWatch”) that are made available from time to time, including without limitation, any Web pages, services, content, newsletters, databases and information therein (collectively, the “Services”), unless other terms and conditions expressly govern. MarketWatch products and services are provided either directly by Dow Jones & Company, Inc. and its subsidiaries (“we”, “us”, “our”) or through various third party platforms and devices (e.g., mobile and tablet apps).

IMPORTANT NOTICE - BINDING ARBITRATION AND CLASS ACTION WAIVER: BY AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU AGREE THAT ALL DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING ARBITRATION, EXCEPT FOR CERTAIN LIMITED TYPES OF DISPUTES DESCRIBED IN SECTION 14.1 BELOW. YOUR AGREEMENT TO ARBITRATION MEANS YOU ARE GIVING UP THE RIGHT TO GO TO COURT AND THE RIGHT TO A TRIAL BY JURY, AND INSTEAD, DISPUTES WILL BE DECIDED BY A NEUTRAL ARBITRATOR. YOU ALSO AGREE THAT ALL DISPUTES BETWEEN US, WHETHER IN COURT OR IN ARBITRATION, WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND YOU ARE WAIVING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. PLEASE READ SECTION 14 BELOW OF THIS AGREEMENT FOR FURTHER DETAILS.

If you agree to be bound by the terms of this Agreement, you should check the box indicating your agreement to the terms of this Agreement on the registration page for the Service. If you do not agree to be bound by the terms of this Agreement, you should not check the box but you will not be able to proceed with the registration process for the respective Service and become a subscriber. To the extent you have access to, or are using, a Service without having completed our registration process, you are hereby notified that your continued use of a Service is subject to many of the terms and conditions of this Agreement as explained in Section 7 below.

1. Changes to this Agreement

We may change the terms of this Agreement at any time by notifying you of the change in writing or electronically (including without limitation, by email or by posting a notice on the Service that the terms have been “updated” or similar words). The changes also will appear in this document, which you can access at any time by going to this Agreement and Terms of Use link at the footer of those Services which are made available through a website or to the Legal or Legal Notices area of those Services which are made available as an application. By using a Service after changes are made to this Agreement you signify that you agree to be bound by such changes.

2. Compliance

We are based in the United States and the Services are provided from the United States. We make no representation or warranty that a Service or the Content (as defined herein) are appropriate or available for use in other locations. If you use the Services from a jurisdiction other than the United States, you agree to do so at your own risk, and you are responsible for complying with any and all local laws applicable to your use of a Service.

3. Privacy and Your Account

Dow Jones Privacy Notice describes how we collect, use, share and protect your personal information. Your information may be stored and processed in the United States or any other country where Dow Jones has facilities, and by using a Service online, you consent to the transfer of information outside of your country. If your access to a Service has been provided by or through a third party (for example, your employer or an education institution where you are a student) (each, a "Third Party Payer"), the Third Party Payer may have provided us with information about you to enable us to provide you with access to a Service and distinguish you from other subscribers (such as your email address or name). If you access a Service using a password, you are solely responsible for maintaining the confidentiality of that password. You will be responsible and liable for any access to or use of a Service by you or any person or entity using your password, whether or not such access or use has been authorized by you or on your behalf, and whether or not such person or entity is your employee or agent, including, without limitation, any fee-based transactions. If you provide someone else with access to your password to a Service, they will have the ability to view information about your account and make changes through the website for a Service. Similarly, if you tell someone the answer to your security question for a Service, they will be able to request information about your account and make changes through Customer Service. You agree to notify us promptly if you change your billing and delivery addresses and email address so we can continue to contact you and send any notices required hereunder. If you fail to notify us promptly of a change, then any notice we send to your old address shall be deemed sufficient notice.

4. MarketWatch Subscription Service Fees and Payments

From time to time, MarketWatch users may be offered a paid subscription service to the website or newsletters (“Paid Service”). With respect to Paid Services, you must be 18 years of age or older to purchase a subscription to the Services or any other content, product, or service offered by us through the Services. If you are less than 18 years of age and want to make any such purchase, please ask your parent or guardian to complete the purchase on your behalf. You agree to pay the subscription fees and any other charges incurred in connection with your account for a Service (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you have paid by check, we will bill all charges automatically to your credit card. Subscription fees will be billed at the beginning of your subscription and any renewal. As a general matter, all fees and charges are non-refundable. We reserve the right to issue refunds or credits at our sole discretion. If we do issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. Please visit our Customer Center for more details about our refund policies. We may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance and an opportunity to cancel. If you need to update your credit card details or you want to use a different credit card, please visit our Customer Center to make changes. If you believe someone has accessed a Service using your user name and password without your authorization, please immediately notify us by contacting our Customer Center. You are responsible for any fees or charges incurred to access a Service through an Internet access provider or other service not owned by us.

5. Term; Cancellation and Renewal

5.1 Term and Renewal. This Agreement shall remain in full force and effect while you use the Services. With respect to Paid Services, your subscription will renew monthly until it is cancelled in accordance with this Section. With respect to MarketWatch newsletters, your subscription will renew annually. For annual subscriptions, we will notify you of the pending renewal of the MarketWatch newsletter at least 30 days prior to the date of the MarketWatch newsletter subscription renews, except as otherwise required by law. You must cancel your subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card unless you pay by check.

5.2 Cancellation Policy for other subscriptions. We may cancel your subscription at any time upon notice to you. You may cancel your subscription prior to any renewal term by following the procedures described in the Cancellation and Refund Policy on our Customer Center.

6. Subscription Policies.

By subscribing to a Service, you are subject to our Subscription policies which can be found at any time in our Customer Center. Please read these carefully as they set forth our refund, cancellation and pricing policies and other important information. We reserve the right to change these policies at any time and you should refer to them frequently to ensure you are aware of current policies.

7. Availability of Service through other Platforms; Third Party Payment Services

7.1 If you access a Service through a mobile application or other type of third party platform, the applicable End User License Agreement for the mobile service through which you downloaded the mobile application may apply in addition to the terms of this Agreement and you agree that you are subject to such application or platforms terms in addition to this Agreement.

7.2 With respect to Paid Services, we may use a third party not affiliated with us to process payments for a Service (a “Third Party Processor”). You agree that this Third Party Processor is solely responsible for controlling, handling, processing, or fulfilling purchases processed through its systems. When using such Third Party Processor you may be subject to additional terms of use/service and privacy policy(ies) of the Third Party Processor.

8. Limitations on Use.

8.1 The Services are for your personal and non-commercial use only. Thus, as a general rule, you may not use the Content, including without limitation, any Content made available through one of our RSS Feeds, in any commercial product or service, without our express written consent.

8.2 Only one individual may access a Service at the same time using the same user name or password, unless we agree otherwise.

8.3 The text, graphics, images, video, artwork, metadata and other data, design, organization, compilation, look and feel, advertising and all other protectable intellectual property, including but not limited to any copyrights, trademarks, service marks, trade names, trade dress, patent rights, or database rights (the “Content”) available through the Services are our property or the property of our advertisers and licensors and are protected by copyright and other intellectual property laws. Unless you have our written consent, you may not use, sell, publish, distribute, retransmit or otherwise provide access to the Content received through the Services to anyone, including, if applicable, your fellow students or employees, with the following exceptions:

8.3.1 You may occasionally distribute a copy of an article, or a portion of an article, from a Service in non-electronic form to a few individuals without charge, provided you include all copyright and other proprietary rights notices in the same form in which the notices appear in the Service, original source attribution, and the phrase "Used with permission from MarketWatch". Please consult the Dow Jones Reprints web site at djreprints.com if you need to distribute an article from a Service to a larger number of individuals, on a regular basis or in any other manner not expressly permitted by this Agreement.

8.3.2 While you may occasionally download and store articles from a Service for your personal use, you may not otherwise provide others with access to such articles except through the Share feature we have included in a Service. These Share features are intended to allow you to share articles and other Content from a Service with a few individuals on an occasional basis. They may not be used to regularly provide other users with access to Content from a Service or for sharing Content from a
Service with a large number of individuals. In addition, you may not use articles you have downloaded for personal use to develop or operate an automated trading system or for data or text mining.

8.4 Additional Restrictions on Use of the Content.

8.4.1 You agree not to rearrange or modify the Content available through a Service. You agree not to display, post, frame, or scrape the Content for use on another website, app, blog, product or service, except as otherwise expressly permitted by this Agreement. You agree not to create any derivative work based on or containing the Content. The framing or scraping of or in-line linking to the Services or any Content contained thereon and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Content made available on or through the Services other than as expressly authorized by us is prohibited.

8.4.2 You further agree to abide by exclusionary protocols (e.g., Robots.txt, Automated Content Access Protocol (ACAP), etc.) that may be used in connection with the Services. You may not access parts of the Services to which you are not authorized, or attempt to circumvent any restrictions imposed on your use or access of the Services.

8.4.3 You may not create apps, extensions, or other products and services that use our Content without our written permission. You may not aggregate or otherwise use our Content in a manner that could reasonably serve as a substitute for a subscription to a Service.

8.4.4 Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, local laws, or applicable foreign laws, rules, regulations and treaties. We require users to respect our copyrights, trademarks, and other intellectual property rights and shall enforce the same.

8.4.5 You may not access or view the Services with the use of any scripts, extensions, or programs that alter the way the Services are displayed, rendered, or transmitted to you without our written consent.

8.5 You agree not to use the Services for any unlawful purpose. We reserve the right to terminate or restrict your access to a Service if, in our opinion, your use of a Service may violate any laws, regulations or rulings, infringe upon another person's rights or violate the terms of this Agreement.

9. Community; User Generated Content.

9.1 User Name. We require you to register to access and use certain of our community areas. We require that you use your own first and last name as your user name for these community areas. With certain exceptions, when you register for these community areas, we will prefill your user name with your own name. It is your responsibility to choose your password wisely. If you have concerns or believe that someone is using your password without your authority, please immediately contact Customer Service. We reserve the right to disclose any information about you, including registration data, in order to, among other things, comply with any applicable laws and/or requests under legal process, protect our property or rights, and safeguard the interests of others, as disclosed in more detail in our Privacy Policy.

9.2 User Generated Content

9.2.1 User Content. We offer you the opportunity to comment on and engage in discussions regarding our Content. Any content, information, graphics, audio, images, and links you submit as part of creating your profile or in connection with any of the foregoing activities are referred to as "User Content" in this Agreement and are subject to various terms and conditions as set forth below.

9.2.2 Cautions Regarding Other Users and User Content. You understand and agree that User Content includes information, views, opinions, and recommendations of many individuals and organizations and is designed to help you gather the information you need to help you make your own decisions. Importantly, you are responsible for your own investment decisions and for properly analyzing and verifying any information you intend to rely upon. We do not endorse any recommendation or opinion made by any user. We do not routinely screen, edit, or review User Content. However, we reserve the right to monitor or remove any User Content from the Services at any time without notice. If at any time we choose to monitor the User Content, we assume no responsibility for User Content, assume no obligation to modify or remove any User Content, and assume no responsibility for the conduct of any user. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates, or is suspected of violating, this Section 9.2.2. You should also be aware that other users may use our Services for personal gain. As a result, please approach messages with appropriate skepticism. User Content may be misleading, deceptive, or in error.

9.2.3 Grant of Rights and Representations by You. If you upload, post or submit any User Content on a Service, you represent to us that you have all the necessary legal rights to upload, post or submit such User Content and it will not violate any law or the rights of any person. You agree that upon uploading, posting or submitting information on the Services, you grant Dow Jones, and our respective affiliates and successors a non-exclusive, transferable, worldwide, fully paid-up, royalty-free, perpetual, irrevocable, sub-licensable right and license to use, distribute, publicly perform, display, translate, adapt, reproduce, and create derivative works from your User Content in any and all media or technology, now known or later developed, in any manner, in whole or part, with or without attribution, without any duty to compensate you.

You waive all moral rights you may have in any User Content. You agree that we may modify or alter your User Content without seeking further permission from you. You also grant us the right to authorize the use of User Content, or any portion thereof, by subscribers and other users in accordance with the terms and conditions of this Agreement, including the rights to feature your User Content specifically on the Services and to allow other subscribers or users to request access to your User Content, such as for example through an RSS Feed. You agree that you are financially responsible for any claim against us arising from any User Content you create.

9.2.4 We may also remove any User Content for any reason and without notice to you. This includes all materials related to your use of the Services or subscription, including email accounts, postings, profiles or other personalized information you have created while on the Services.

9.2.5 Rules of Conduct. All users must comply with the Community Rules.

9.2.6 Copyright Policy. It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. For more information about our policy, please see our Copyright Policy.

10. Contest and Other Promotions

From time to time, we, our advertisers, Suppliers or other parties may conduct promotions and other activities on, through or in connection with one or more of the Services, including, without limitation, contests and sweepstakes (collectively, “Promotions”). In some case, you may be able to win a prize (“Prize”) as part of a Promotion. Each Promotion may have Additional Terms and/or Rules or eligibility requirements which shall be posted or otherwise made available to you in connection therewith in accordance with applicable law.

11. Third Party Web Sites, Products and Services

Certain sections of a Service may contain links to, or frame third-party websites, content, products and services. (collectively, “Linked Content”). Some of this Linked Content may contain our logo or other branding of ours. Notwithstanding, your use of any Linked Content does not constitute an endorsement by us, nor does it incur any obligation, responsibility or liability on our part or of our affiliates. We do not verify, control or have any responsibility for the Linked Content, including, without limitation, their content and privacy practices), and encourage you to read the terms and conditions and privacy policy on any Linked Content you use.

12. DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY.

YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE SERVICES AND THE CONTENT, TOOLS, PRIZES AVAILABLE THROUGH THE SERVICES IS ON AN "AS-IS", "AS AVAILABLE" BASIS. WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (C) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF A SERVICE, (D) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, TIMELINESS OR COMPLETENESS OF DATA MADE AVAILABLE ON THE SERVICES OR OTHERWISE BY US, INCLUDING ANY ADVICE, OPINION, STATEMENT, OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED OR DISTRIBUTED IN THE SERVICES OR AVAILABLE THROUGH THE SERVICES, AND WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. WE DO NOT GIVE TAX OR INVESTMENT ADVICE OR ADVOCATE THE PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT. YOU SHOULD ALWAYS SEEK THE ASSISTANCE OF A PROFESSIONAL FOR TAX AND INVESTMENT ADVICE. WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED (A) THAT THE INFORMATION PROVIDED THROUGH THE SERVICES WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, (B) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION (C) THAT DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED, OR (D) THAT THE CONTENT ON THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION ON THE SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THE SERVICES. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES.

DOW JONES AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVERTISERS, SUPPLIERS, CONTENT PROVIDERS AND LICENSORS ("THE DOW JONES PARTIES") WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF THE SERVICES OR SUCH CONTENT, TOOLS, OR PRIZES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE DOW JONES PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE DOW JONES PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

13. Indemnification

You agree to indemnify and hold harmless us, our parent, subsidiaries, and affiliates, and respective successors and assigns, owners, directors, officers, managers, employees, shareholders, agents, representatives, advertisers, operators, suppliers, service providers and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising in any way out of or in connection with your use of a Service, your breach or violation of this Agreement or your User Content. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you and all negotiations for its settlement or compromise under this Section. In such event, you shall provide us with such cooperation as is reasonably requested by us.

14. DISPUTE RESOLUTION, AGREEMENT TO ARBITRATE, AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. THIS SECTION AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT.

14.1 BINDING ARBITRATION. Any and all controversies or claims arising out of or relating to this Agreement or any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by binding, individual arbitration, with the limited exception of the following: 1) any statutory or common law claim involving intellectual property, and 2) any claim brought in small claims court where the amount in controversy is properly within the jurisdiction of such small claims court (collectively, the “Excluded Claims”). YOUR AGREEMENT TO ARBITRATION MEANS, EXCEPT FOR THE EXCLUDED CLAIMS, YOU ARE GIVING UP YOUR RIGHT TO FILE A LAWSUIT IN COURT AND THE RIGHT TO A TRIAL BY JURY. INSTEAD, YOU WILL HAVE A HEARING BEFORE A NEUTRAL ARBITRATOR.

14.2 WAIVER OF CLASS ARBITRATIONS AND CLASS ACTIONS. YOU AND US (E.G., DOW JONES & COMPANY, INC. AS PUBLISHER OF MARKETWATCH) AGREE THAT YOU EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A NAMED PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CLASS ARBITRATION, OR ANY FORM OF REPRESENTATIVE PROCEEDING. YOU AGREE THAT FOR ALL DISPUTES BETWEEN US THERE WILL BE NO CLASS ARBITRATIONS OR CLASS ACTIONS IN ANY FORUM. This means that by entering into this Agreement, any arbitration under this Agreement will take place on an individual basis only and the arbitrator shall not allow any class arbitrations or class proceedings, and shall not aggregate claims of multiple parties. This also means that by entering into this Agreement, independent of the agreement to arbitrate and waiver of class arbitration, you are giving up the ability to participate in or bring a class action in court for any and all claims, including but not limited to the Excluded Claims.

14.3 All arbitrations under this Agreement will be administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules (the “Arbitration Rules”). Contact information for the American Arbitration Association, as well as copies of the Rules and applicable forms, are available at http://www.adr.org.

14.4 All issues are for the arbitrator to decide, except that issues relating to the scope, application, and enforceability of the arbitration and class action waiver provisions are for the court to decide. As noted in Section 15 below, New York law applies to any arbitration under this Agreement, but the parties acknowledge that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement.

14.5 In circumstances in which the Arbitration Rules provide for an in-person hearing, such hearing will take place in the U.S. county (or parish) of your residence, or otherwise in the County of New York in the State of New York, unless you and we both agree otherwise in writing. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, except as follows: if your total Claims seek less than $10,000, we will reimburse you for filing fees you pay to the AAA to initiate arbitration.

14.6 Judgment on the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the County of New York in the State of New York.

14.7 To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by both parties.

15. General

This Agreement contains the final and entire agreement between us regarding your use of the Services and supersedes all previous and contemporaneous oral or written agreements regarding your use of the Services. We may discontinue or change the Services, or their availability to you, at any time. This Agreement is personal to you, which means that you may not assign or transfer your rights or obligations under this Agreement to anyone, but may be assigned or transferred by us without restriction, notice or other obligation to you No third party is a beneficiary of this Agreement. You agree that this Agreement, as well as any and all claims and disputes arising from this Agreement will be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for Excluded Claims litigation, and for any other controversy or claim for which arbitration is denied for any reason, will be an appropriate federal or state court with proper jurisdiction located in the County of New York in the State of New York. Our failure to enforce any provision of this Agreement or to respond to a breach by you or other parties of this Agreement shall not in any way waive our rights to subsequently enforce any term or condition of this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If for any reason an arbitrator or court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be invalid or unenforceable, that provision or portion will be enforced to the maximum extent permissible so as to give effect to the intent of the Agreement, and the remainder of the Agreement will continue to be valid and enforceable in full force and effect.

16. Additional Terms and Notices

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