TERMS OF USE

 

The following Terms of Use (and all applicable laws) govern your access to and use of the web site located at www.sarahdanielleoccasions.com(the “Site”) and any other website, microsite, mobile device application, or Internet property owned, or operated by Sarah Danielle, and related services (collectively with the Site, the "Sarah Danielle Web Properties”). The Sarah Danielle Web Properties are made available by Sarah Danielle Company  ("Sarah Danielle" or "we" or "us"). Your access to and use of the Sarah Danielle Web Properties is undertaken at your own risk. We may change these Terms of Use from time to time, at any time without notice to you, by posting such changes on www.sarahdanielleoccasions.com. BY USING THE Sarah Danielle WEB PROPERTIES, YOU ACCEPT AND AGREE TO THESE TERMS OF USE AS APPLIED TO YOUR USE OF THE Sarah Danielle WEB PROPERTIES. If you do not agree to these Terms of Use, you may not access or otherwise use the Sarah Danielle Web Properties.
 
Proprietary Rights
As between you and Sarah Danielle, Sarah Danielle owns, solely and exclusively, all rights, title and interest in and to the Sarah Danielle Web Properties, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, software, etc.), code, data and materials thereon, the look and feel, design and organization of the Sarah Danielle Web Properties, and the compilation of the content, code, data and materials on the Sarah Danielle Web Properties, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Sarah Danielle Web Properties does not grant to you ownership of any content, code, data or materials you may access on the Sarah Danielle Web Properties. You may view the content on the Sarah Danielle Web Properties on your computer or other Internet compatible device, and make single copies or prints of the content on the Sarah Danielle Web Properties for your personal, internal use only. The Sarah Danielle Web Properties and the services offered on or through the Sarah Danielle Web Properties, including any content and materials thereon, are only for your personal, non-commercial use. Any commercial distribution, publishing or exploitation of the Sarah Danielle Web Properties, or any content, code, data or materials on the Sarah Danielle Web Properties, is strictly prohibited unless you have received the prior written permission of Sarah Danielle or the applicable rights holder. You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on the Sarah Danielle Web Properties. If you make other use of the Sarah Danielle Web Properties, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Sarah Danielle will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
 
Trademarks
The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Sarah Danielle Web Properties are registered and unregistered Trademarks of Sarah Danielle and/or others and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. Nothing contained on the Sarah Danielle Web Properties should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Sarah Danielle Web Properties without the prior written permission of Sarah Danielle or the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on the Sarah Danielle Web Properties is strictly prohibited. Sarah Danielle will enforce its Trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.
 
User Information
In the course of your use of the Sarah Danielle Web Properties, you may be asked to provide certain personalized information to us (such information referred to hereinafter as "User Information"). Our information collection and use policies with respect to the privacy of such User Information are set forth in the Sarah Danielle Privacy Policy which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.
 
Use of the Sarah Danielle Web Properties
You are responsible for your use of Sarah Danielle Web Properties, and for any use of Sarah Danielle Web Properties made using your account. At Sarah Danielle, our goal is to create a positive and safe experience when you and others use Sarah Danielle Web Properties. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to Sarah Danielle When you use Sarah Danielle Web Properties, you may not:
·         • Violate any law or regulation
• Violate or infringe other party’s intellectual property, privacy, publicity, or other legal rights
·         • Transmit anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable
·         • Make statements or post materials that constitute or contain false or misleading indications of origin, endorsements, or statements of fact


• Send unsolicited or unauthorized advertising or commercial communications, such as spam
·         • Transmit any malicious or unsolicited software
·         • Stalk, harass, or harm another individual
·         • Impersonate or misrepresent your affiliation with someone else
·         • Use any means to "scrape," "crawl," or "spider" any Web pages contained in Sarah Danielle Web Properties (although Sarah Danielle may allow operators of public search engines to use spiders to index materials from Sarah Danielle Web Properties for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials, and Sarah Danielle reserves the right to revoke these exceptions either generally or in specific cases)
·         • Use automated methods to use Sarah Danielle Web Properties in a manner that sends more requests to the Sarah Danielle servers in a given period of time than a human can reasonably produce in the same period by using a conventional Web browser
·         • Interfere with or disrupt Sarah Danielle Web Properties


·          
 

 

User Generated Content

 

As between you and Sarah Danielle, you own and are entirely responsible for any data, text, software, music, sound, photographs, graphics, images, videos, messages, or other content or materials (collectively, "User Content") that you may submit, transmit, upload, post, e-mail, or otherwise make available on or through any Sarah Danielle Web Properties.
When you provide Sarah Danielle with User Content, you hereby grant to Sarah Danielle and its affiliates, representatives, and assigns, a worldwide, non-exclusive, fully paid, royalty free, transferable, sub-licensable, license and permission to use, copy, display and perform your User Content in connection with Sarah Danielle Web Properties. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature with respect to any User Content. Sarah Danielle reserves the right to display advertisements in connection with your User Content and to use your User Content to advertise and promote your User Content, Sarah Danielle Web Properties, and Sarah Danielle and its products. Sarah Danielle reserves the right to modify User Content in its sole and absolute discretion. Sarah Danielle is not required to host, display, or distribute any User Content, and may remove any User Content from Sarah Danielle Web Properties at any time and for any reason or no reason.
You represent and warrant that: (a) you own all rights in your User Content (including, without limitation, all rights to the audio, video, or digital recording, and the performance contained in your User Content) or, alternatively, you have acquired all necessary rights in your User Content to enable you to grant to Sarah Danielle the rights in your User Content described herein; (b) you have paid and will pay in full all license fees, clearance fees, and any other financial obligations, of any kind, arising from any use or commercial exploitation of your User Content; (c) you are the individual pictured or heard in your User Content, or, alternatively, you have obtained permission from each person (including consent from parents or guardians for any individual under the applicable age of majority) who appears or is heard in your User Content to enable you to grant the rights to Sarah Danielle described herein; (d) you will make such permissions available to Sarah Danielle upon request; (e) your User Content do not infringe the intellectual property rights, privacy rights, publicity rights, or any other legal rights of any third party; and (f) your User Content complies with these Terms of Use. You agree to keep all records necessary to establish that your User Content do not violate any of the foregoing representations and warranties and to make such records available to Sarah Danielle upon Sarah Danielle's request.
You further agree that Sarah Danielle and its affiliates are free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports, or other feedback other than User Content ("Feedback"), whether oral or written, that you may send to Sarah Danielle or its affiliates. You acknowledge and agree that (i) you have no expectation of compensation or confidentiality of any nature, and that Sarah Danielle has no duties to you, with respect to such Feedback, and (ii) Sarah Danielle has the right (but not the obligation) to use such Feedback for any purpose without notice to you and without paying any compensation to you.
Sarah Danielle reserves the right, but does not have an obligation, to monitor and/or review User Content. Sarah Danielle does not endorse or control the User Content transmitted or posted on the Sarah Danielle Web Properties and therefore, Sarah Danielle is not responsible for User Content and Sarah Danielle does not guarantee the accuracy, integrity, or quality of User Content, which may not necessarily reflect the views of Sarah Danielle You understand that by using the Sarah Danielle Web Properties, you may be exposed to User Content that is offensive, indecent, or objectionable to you. Under no circumstances will Sarah Danielle be liable in any way for any User Content, including, without limitation, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred by you as a result of the use of any User Content submitted, transmitted, uploaded, posted, e-mailed, or otherwise made available via the Sarah Danielle Web Properties. Sarah Danielle has no control over User Content once it leaves the Sarah Danielle Web Properties, and it is possible that others may duplicate User Content on other sites on the Internet.
You acknowledge that Sarah Danielle has the right – though not the obligation – in our sole discretion to refuse to post or remove any User Content and it reserves the right to change, condense, edit, modify, transmit, display, or delete any User Content and you waive any rights you have in having the material altered or changed in a manner not agreeable to you. Without limiting the generality of the foregoing or any other provision of these Terms of Use, Sarah Danielle has the right to remove any User Content that violates this User Generated Content Policy or is otherwise objectionable, and it reserves the right to refuse service and/or terminate access without prior notice for any user who violates this User Generated Content Policy or infringes the rights of others.
You agree that if you include a link from any other Web site to www.sarahdanielleoccasions.com or to any of the Sarah Danielle Web Properties, such link shall open in a new browser window. You agree not to link from any other Web site to www.sarahdanielleoccasions.com or to any of the Sarah Danielle Web Properties in any manner such that the Sarah Danielle Web Properties, or any page of the Sarah Danielle Web Properties, is "framed," surrounded or obfuscated by any third party content, materials or branding. We reserve the right to revoke your right to link to the Sarah Danielle Web Properties from your Web site at any time upon written notice to you.
Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret, or proprietary information, or other material from you through the Sarah Danielle Web Properties, by e-mail, or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques, or other materials submitted or sent to us will be deemed not to be confidential or secret, and may be used by us in any manner consistent with the Sarah Danielle Privacy Policy.
Sarah Danielle reserves the right to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Sarah Danielle's sole discretion are objectionable or in violation of these Terms of Use, Sarah Danielle's policies or applicable law.
 

 

Digital Millennium Copyright Act

 

Sarah Danielle respects the intellectual property rights of others. Upon proper notice, Sarah Danielle will remove User Content or other applicable content that violate copyright law and terminate the accounts of repeat infringers. Pursuant to 17 U.S.C. § 512, Sarah Danielle has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your work has been copied in a way that constitutes copyright infringement, please send Sarah Danielle’s copyright agent (listed below) a notification of claimed infringement with all of the following information:
·         (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
·         (b) identification of the claimed infringing material and information reasonably sufficient to permit Sarah Danielle to locate the material on the Sarah Danielle Web Properties;
·         (c) information reasonably sufficient to permit Sarah Danielle to contact you, such as an address, telephone number, and, if available, an e-mail address;
·         (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
·         (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
·         (f) your physical or electronic signature.
Please send all of the above enumerated information to the following Sarah Danielle copyright agent:
Intellectual Property Counsel
Sarah Danielle
711 Executive Boulevard, Suite G
Valley Cottage, NY 10989
Please do not send notices or inquiries unrelated to alleged copyright infringement to Sarah Danielle’s designated agent.
 

 

User Conduct

 

You warrant and agree that you shall not: (a) impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any other person or entity; (b) upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other material obtained through the Sarah Danielle Web Properties for commercial purposes (other than as expressly permitted by the provider of such information or other material); or (c) attempt to gain unauthorized access to other computer systems through the Sarah Danielle Web Properties. You may not: (i) engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Sarah Danielle Web Properties or the services offered on or through the Sarah Danielle Web Properties, including without limitation any information residing on any server or database connected to the Sarah Danielle Web Properties or the services offered on or through the Sarah Danielle Web Properties; (ii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iii) use the Sarah Danielle Web Properties or the services made available on or through the Sarah Danielle Web Properties in any manner with the intent to interrupt, damage, disable, overburden, or impair the Sarah Danielle Web Properties or such services, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests; or (iv) use the Sarah Danielle Web Properties or the Sarah Danielle Web Properties’ services in violation of any applicable law. You further agree that you may not attempt (or encourage or support any one else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Sarah Danielle Web Properties or the Sarah Danielle Web Properties’ services, or any content thereof, or make unauthorized use thereof. You agree that you will not use the Sarah Danielle Web Properties in any manner that could damage, disable, overburden, or impair the Sarah Danielle Web Properties or interfere with any other party's use and enjoyment of the Sarah Danielle Web Properties. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Sarah Danielle Web Properties.
You agree to defend, indemnify and hold Sarah Danielle and its directors, officers, members, managers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Sarah Danielle Web Properties, your placement or transmission of any message, content, information, software, or other User Content or Feedback through the Sarah Danielle Web Properties, or your breach or violation of the law or of these Terms of Use. Sarah Danielle reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Sarah Danielle's defense of such claim.
 

 

Third Party Web Sites, Resources, and Applications

 

You may be able to access or use the Sarah Danielle Web Properties from a third party Web site, Internet resource, or software application ("Linked Sites"). You may also be able access and use a Linked Site from a link available on the Sarah Danielle Web Properties. You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code, or other materials which may or may not be provided by or through Linked Sites. The inclusion of any link to such Linked Sites on any of the Sarah Danielle Web Properties does not imply Sarah Danielle's endorsement, sponsorship, or recommendation of that site or of any product or service offered by that site. Sarah Danielle disclaims any liability for Linked Sites. Sarah Danielle does not guarantee the standards or practices of any Linked Site nor shall Sarah Danielle be held responsible for the contents of such Linked Sites. For this reason, Sarah Danielle does not represent or warrant that the contents of any Linked Site is accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. Also, Sarah Danielle is not responsible for web casting or any other form of transmission received from any Linked Site. Any reliance on the contents of a Linked Site is done at your own risk and you assume all responsibilities and consequences resulting form such reliance.
 

 

DISCLAIMER OF WARRANTIES

 

THE Sarah Danielle WEB PROPERTIES, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS, ARE PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE Sarah Danielle WEB PROPERTIES OR THE SERVICES, CONTENT, FUNCTIONS, OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE Sarah Danielle WEB PROPERTIES WILL MEET USERS' REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE Sarah Danielle WEB PROPERTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Sarah Danielle ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE Sarah Danielle WEB PROPERTIES OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE Sarah Danielle WEB PROPERTIES. IF YOU ARE DISSATISFIED WITH THE Sarah Danielle WEB PROPERTIES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE Sarah Danielle WEB PROPERTIES.
WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THE Sarah Danielle WEB PROPERTIES IS CORRECT AND UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE Sarah Danielle WEB PROPERTIES AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE Sarah Danielle WEB PROPERTIES, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE Sarah Danielle WEB PROPERTIES.
WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, Sarah Danielle AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE Sarah Danielle WEB PROPERTIES, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE Sarah Danielle WEB PROPERTIES OR IN CORRESPONDENCE WITH Sarah Danielle OR ITS AGENTS. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE Sarah Danielle WEB PROPERTIES ARE PROVIDED BY Sarah Danielle "AS IS", EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND Sarah Danielle OR ITS LICENSOR OR SUPPLIER.
 

 

LIMITATION OF LIABILITY

 

IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL Sarah Danielle, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE Sarah Danielle WEB PROPERTIES OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE Sarah Danielle WEB PROPERTIES, OR LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE Sarah Danielle WEB PROPERTIES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OF USE OR YOUR USE OF THE Sarah Danielle WEB PROPERTIES EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO Sarah Danielle FOR YOUR USE OF THE Sarah Danielle WEB PROPERTIES OR PURCHASE OF PRODUCTS VIA THE Sarah Danielle WEB PROPERTIES.
 

 

Applicable Laws

 

We control and operate the Sarah Danielle Web Properties from our offices in the United States of America. We do not represent that materials on the Sarah Danielle Web Properties are appropriate or available for use in other locations. Persons who choose to access the Sarah Danielle Web Properties from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. All parties to these Terms of Use waive their respective rights to a trial by jury.
 

 

Termination

 

Sarah Danielle may terminate, change, suspend, or discontinue any aspect of the Sarah Danielle Web Properties or the Sarah Danielle Web Properties’ services at any time. If you violate any of these Terms of Use, your permission to use the Sarah Danielle Web Properties automatically terminates.
 

 

Changes to Terms of Use

 

Sarah Danielle reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms of Use, in whole or in part, at any time. Changes in these Terms of Use will be effective when posted on the Sarah Danielle Web Properties. Your continued use of the Sarah Danielle Web Properties and/or the services offered on or through the Sarah Danielle Web Properties after any changes to these Terms of Use are posted will be considered acceptance of those changes.
 

 

Miscellaneous

 

The Terms of Use and the relationship between you and us shall be governed by the laws of the State of New York, without regard to its conflict of laws provisions. You agree that any cause of action that may arise under the Terms of Use shall be commenced and be heard in the appropriate court in the State of New York, County of New York. You agree to submit to the personal and exclusive jurisdiction of the courts located within New York County in the State of New York. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.