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Regology, Inc. Terms of Use

Effective Date: April 10th 2017

This Terms of Service constitutes a legally binding agreement between you (“you” or “Subscriber”) and Regology, Inc., a Delaware Corporation (“we” or “Regology”) governing your use and access to www.regology.com (the “Platform”) and the software, services and content made available through the Platform (collectively the “Services”).

By clicking the “I Agree to the Terms of Service and Privacy Policy” box or (i) accessing or using any part of the Platform or (ii) initiating any transaction on the Platform, you agree to be bound by these Terms of Service.

These Terms of Service includes provisions for binding arbitration on an individual basis –which includes a waiver of a right to a jury trial or a right to file a class action.

  1. Definitions.  The following terms shall be capitalized throughout these Terms of Service and shall be defined as follows:
    1. Authorized Users. The term “Authorized Users” refers to all users authorized by Subscriber to access and use your Regology account.
    2. Content.  The term “Content” shall mean any and all text, data, code, software, graphics, information, Service Data, images, audio, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged with Subscriber to facilitate the provision of Services under these Terms of Service.
    3. Subscription Tier.  The term “Subscription Tier” refers to the subscription tier selected and purchased by Subscriber on the Platform.
    4. Subscription Fees.  The term “Subscription Fees” refers to the fees associated with the Services under the selected Subscription Tier.
    5. Third Party Communications and Content.  The term “Third Party Communications and Content” refers to any and all Content displayed by any user of the Platform that is posted and made generally available for use and review by any other user of the Platform, including, but not limited to, blog posts, questions posed and answers provided by any third party, white papers or other summaries, analyses, etc. submitted to the Platform for any purpose whatsoever.
  1. Services. Regology will provide Services to Subscriber in accordance with the terms and conditions of the Subscription Tier selected by Subscriber on the Platform. Regology may from time to time issue updated versions of its Services. You consent to such automatic updates and agree that these Terms of Service will apply to all such updates.
  1. Your Regology Account.  To be eligible to use the Services, you must be at least 18 years of age and/or have legal capacity to enter into a binding contract in your country of residence, establish an online account and accept these Terms of Service.  In establishing an account, you consent to receive all communications with regard to any activity related to the Platform and/or Services by email, in-platform notifications, or other form of electronic or digital communications.
  1. Account Security. Access by Subscriber and Authorized Users shall be subject to the terms and conditions of these Terms of Service. Subscriber shall be responsible for maintaining the confidentiality and security of account login information and is responsible for any and all activities that occur under Subscriber’s account. Subscriber must immediately notify Regology at support@regology.com of any change in authorization, any unauthorized use of your account or username, or other account related security breach of which you are aware. Regology shall not be liable for any loss or damage arising from the failure of any user to keep your password or account secure.
  1. End User License Agreement. Regology hereby grants Subscriber a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable license during the Subscription Term to access and utilize the Services pursuant to the terms of the Subscription Tier purchased by Subscriber.  Unless otherwise stated herein, nothing in these Terms of Service or use of the Platform and Services gives Subscriber or its Authorized Users a right or license to use any of Regology’s copyrights, trade names, trademarks, service marks, logos, domain names, or any other intellectual property rights.
  1. Subscriber Responsibility.  Neither Regology nor its affiliates, licensors, or subsidiaries are an attorney or a professional advisor in any industry.  Applicability of information provided by third party users may vary based on a variety of factors. State-by-state requirements may differ.  Information provided by third parties through the Platform may not be complete or accurate. The information presented is not a substitute for professional legal, tax or other professional advice relating to the subject matter.  Reliance and use of the information and materials obtained from the Platform shall be at your own risk. Regology shall not be liable for any use of, or reliance on, the Content offered herein.
  1. Compliance with Applicable Laws. In its use of the Services and publication of any Content on the Platform, Subscribers shall comply with all applicable state and federal laws and regulations, including any applicable professional rules of conduct/ethics, pertaining to the provision of professional (including, but not limited to legal, tax, etc.) advice and/or the solicitation of clients.  Subscriber shall include, to the extent applicable and/or required by state and federal laws and regulations and applicable professional rules of conduct/ethics, a disclaimer accompanying its Content relating to advertising, confidentiality, formation of client relationship, etc., that may be required in accordance with its professional obligations.   Regology shall not be liable for any liability arising from the publication of Content submitted by Subscriber or the inclusion/omission of any disclaimers that may be required under applicable laws, regulations or professional rules of conduct.  
  1. Third Party Communications & Content Disclaimer.  All discussions on Regology are opinions expressed by the authors, and not the opinion of Regology.  Regology does not endorse, recommend, promote or sponsor any Third Party Communications and Content you may receive through the Platform and shall not be responsible for any actions you may take or refrain from taking as a result of any Third Party Communications and Content. You are solely responsible for assessing and verifying the identity and trustworthiness of the source of Third Party Communications and Content.   Regology undertakes no effort to, and assumes no responsibility for, verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source of any Third Party Communications and Content.
  1. Not Professional Advice by a Licensed Practitioner.   Regology does not offer the Content made available through the Platform in a professional, licensed capacity.  Regology is not a law firm, certified public accountant or other licensed professional and the Content is not intended to and does not constitute legal, tax or other professional advice and no attorney-client other professional-client relationship is formed. The accuracy, completeness, adequacy or validity of the Content is not warranted or guaranteed.

Use of Content is not a substitute for professional advice and use or reliance of the Content in any manner is at your own risk.

  1. No Solicitation. You shall not distribute on or through the Platform any Content consisting of, or otherwise containing, any direct advertising, promotion, solicitation for goods, services or funds or solicitation for others to become members of any enterprise or organization, commercial or otherwise.  Subscriber shall not post specific contact information within any Content submitted to the Platform, unless specifically authorized by Regology.
  1. Use Restrictions.  Subscriber will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services.   Subscriber will not sell, resell, license, sublicense, distribute, rent or lease the Services to any third party for any purpose, commercial or otherwise.
  1. Content License. Subscriber hereby grants to Regology a non-exclusive, perpetual, sublicenseable, irrevocable, royalty-free, worldwide right and license to collect, process, store, host, copy, transmit, display, distribute, disseminate, modify, and create derivative works of any and all Content for any purpose, commercial or otherwise.
  1. Contributing Content.  The Platform may offer Subscriber’s the opportunity to contribute to its blog or submit white papers or other Content for publication on the Platform.  Submission of Content does not guarantee publication.  All submissions will be subject to Regology’s review process to ensure submissions reflect the purpose and style of the Platform.   The decision to publish and/or remove Content from publication shall be at Regology’s sole and absolute discretion. By submitting Content for publication on the Platform, you grant to Regology the unilateral right to associate any images with published Content, without requiring your review or approval at any stage during the review and publication process.
  1. No Monetary Compensation. Regology does not offer any form of compensation for Subscriber’s publication of any Content on the Platform or participation in any blogs, forums or other features that enable Subscriber to disseminate Content to other users of the Platform.  Publication and participation through the Platform offers Subscribers the ability to obtain exposure to other users, an audience you may not otherwise have access, and to present Subscriber as a person of knowledge and/or experience with regard to the subject matter of the Content submitted.
  1. Objectionable Content.  We are not responsible for, and do not endorse, any Third Party Communications and Content.  We do not have any obligation to prescreen, monitor, edit or remove any Third Party Communications and Content. We shall not be liable for any damage or harm resulting from the uploading, posting or submission of any Third Party Communications and Content. We reserve the right, but have no obligation, to take any action to restrict or remove access to any Third Party Communications and Content that we deem, in our sole and absolute discretion, to violate these Terms of Service, applicable law, or the rights of any third parties. 
  1. Content Representations and Warranties.  Subscriber represents and warrants that all Content generated, posted, submitted and/or exchanged through the Platform shall not (i) infringe on the rights associated with the copyrights, trademarks, trade secrets, patents or other intellectual property rights of any third party, or (ii) violate any statute, law, ordinance or regulation.
  1. DMCA - Notice of Claimed Infringement.  If you have a good faith belief that your copyright has been infringed, you can download and submit a Notice of Claimed Infringement to the Regology’s Designated Agent at support@regology.com.
  1. Trademark/Logo License. Subscriber grants to Regology a license to use Subscriber’s company name, logo and/or relevant trademarks (“Properties”) to market and promote the Services. This includes the worldwide right to copy, translate, broadcast, transmit, distribute, exhibit, perform, publish and display the Properties as incorporated into Regology’s marketing and promotional materials. Your permission to use the Properties may be terminated at any time upon thirty (30) days prior written notice to Regology at support@regology.com.
  1. Feedback License.  We consider any feedback, suggestions, ideas, proposals or other material submitted by users, whether solicited or unsolicited, (collectively, the "Feedback") to be non-confidential and non-proprietary.  We shall not be liable for the disclosure, use or exploitation of such Feedback. You hereby grant to Regology a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable right and license to incorporate, use, publish and exploit the Feedback for any purpose whatsoever, commercial or otherwise, without compensation or accounting.
  1. Free and/or Beta Services.  From time to time, Regology may offer certain Beta and/or free Services.  Any beta or other Services offered on the Platform at no charge to its users may be terminated by either party at any time.  Regology further reserves, in its sole and absolute discretion, the right to disable, suspend, modify or impose fees on any Services, at any time.  Regology will notify its users of any changes in fees for Services and users will be free to terminate the Services prior to the imposition of any newly imposed fees.
  1. Fees and Term.
    1. Payment: You expressly authorize us to charge the applicable Subscription Fees and/or additional selected product and service fees pursuant to the authorized method selected by you on the Platform.
    2. Late Subscription Fee Payments:  In the event Regology is unable to process payment of the applicable Subscription Fees, Regology reserves the right to suspend or terminate services for payments that are more than thirty (30) days past due. Past due payments will accrue interest at the greater of 1.5% monthly or the highest interest rate allowable under applicable law.
    3. Subscription Term:  The term of the subscription will commence on the date the subscription is purchased and shall continue for the periodic subscription term chosen by you on the Platform (“Subscription Term”), and any renewal thereof, until terminated pursuant these Terms of Service.
    4. No Refunds:  Subscriber shall be responsible for all fees for the entire Subscription Term. Fees will not be prorated upon cancellation and/or termination and all fees paid through the date of termination are nonrefundable. 
  1. Subscription Automatic Renewal- Your Subscription Will Renew Unless You Cancel:  Subscriptions are for a pre-paid Subscription Term. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM FOR A SUBSEQUENT SUBSCRIPTION TERM. YOU ACKNOWLEDGE AND AGREE AS FOLLOWS:
    1. Notice of Cancellation Required: You agree that we may automatically renew your subscription and charge your account on the last day of your Subscription Term (the “Renewal Date”), unless you cancel your subscription before the Renewal Date. Regology WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION ON THE RENEWAL DATE UNTIL YOU CANCEL YOUR SUBSCRIPTION OR Regology NO LONGER OFFERS THE SERVICES.
    2. Notice Of Automatic Renewal:  You will receive reasonable prior notice by email that your subscription will be renewed for a similar periodic term. The notice will let you know that your current Subscription Term is about to end and the Renewal Date when your subscription will be renewed and your account charged.  The notice will provide you with information on how to cancel the automatic renewal. All notices regarding your subscription will be sent to your last email of record. TO CANCEL YOUR SUBSCRIPTION WITHOUT YOUR ACCOUNT BEING CHARGED FOR THE NEXT TERM, YOU MUST DO SO BEFORE THE RENEWAL DATE. 
    3. Payment And Price: The renewal payment is due on the Renewal Date and will automatically be charged to the payment mechanism utilized by you for the original subscription or the most recent renewal.  THE RENEWAL PRICE WILL BE THE CURRENT RATE THEN IN EFFECT AT THE TIME OF RENEWAL. YOU WILL RECEIVE A NOTICE PRIOR TO RENEWAL OF ANY CHANGES IN SUBSCRIPTION PRICE OR THESE TERMS OF SERVICE.
    4. How To Cancel Automatic Renewal:  IF YOU DO NOT WANT TO RENEW, YOU MUST CANCEL YOUR SUBSCRIPTION THROUGH SUBSCRIBER’S ACCOUNT MANAGEMENT.
  1. Termination.  
    1. Automatic Termination:  These Terms of Service shall automatically terminate upon the bankruptcy or insolvency of either party.
    2. By Regology: Without limitation of any other remedies, Regology may suspend or terminate Services and accounts, restrict or prohibit access or use of the Platform, remove or restrict Content, and/or take any technical or legal steps necessary, at any time, in our sole and absolute discretion, including, but not limited to, if Regology (a) suspects a breach of these Terms of Service; (b) is unable to verify or authenticate a Subscriber’s account or Profile information;  (c) believe that a Subscriber has engaged in improper or fraudulent activity in connection with the Platform or that a Subscriber’s actions may cause legal liability or financial loss to Regology, or (d) believes a Subscriber is infringing the rights of any third party.
    3. By Subscriber: Subscriber may terminate its account and the Services if Regology breaches any material provisions of these Terms of Service and fails to cure such breach within fifteen (15) days after receipt of written notice of such breach.
    4. Survival:  The following Sections survive termination of these Terms of Service: Individual Arbitration, Feedback License, Subscriber Promotional License, Content License, Confidentiality & Non-Disclosure, Disclaimer of Warranties, Disclaimer of Third Party Conduct, Limitation of Liability, Indemnity, and Governing Law.
  1. Privacy. Regology will only use personal information in accordance with its Privacy Policy.
  1. The Application’s Intellectual Property

Copyright:  Regology and the Platform’s logos, design, text, graphics, and other files, and the selection arrangement and organization thereof, are owned by Regology.  You may not use such materials without permission.  © 2017 Regology.  ALL RIGHTS RESERVED.  NO CLAIM TO ORIGINAL U.S. GOVERNMENT WORKS/LOGOS OR OTHER WORKS IN THE PUBLIC DOMAIN.

Trademarks: Regology and its logos, page headers, custom graphics, button icons and scripts are trademarks or trade dress of Regology.

Ownership and Use:  Unless otherwise stated herein, nothing in these Terms of Service or your use of the Platform and Services gives you a right or license to use any of our copyrights, trade names, trademarks, service marks, logos, domain names, or any other intellectual property rights.

  1. Customer Support.   Please report any errors regarding this platform via our Feedback Form. Customer support is available by email at support@regology.com to address any issues you may have regarding your use of the Platform.  Most concerns can be quickly resolved in this matter. 
  1. Representations and Warranties. Subscriber represents and warrants that Subscriber is at least 18 years of age and/or has the legal capacity to form a binding contract in Subscriber’s country of residence. If Subscriber is registering on behalf of a corporate entity, Subscriber represents and warrants that Subscriber is authorized to enter into, and bind the entity to, these Terms of Service.
  1. Export Compliance. Services may be subject to export laws and regulations of the United States and other jurisdictions. Subscriber represents and warrants that it is not named on any U.S. government denied-party list.   Subscriber shall not permit access or use any Services in a U.S. embargoed country or territory or in violation of any U.S. export law or regulation.  
  1. Prohibited Use. In your use of the Platform, you may not:

-      Post false, inaccurate, misleading, defamatory, obscene, sexually explicit, or harassing content;

-      Misrepresent your professional and educational background;

-      Violate any law, statute, ordinance or regulation;

-      Infringe upon any patent, copyright, trademark, trade secret, right of publicity or other third party rights;

-      Attempt to use another account, impersonate another person or entity, misrepresent your affiliation with a person or entity, or create or use a false identity;

-      Distribute or transmit any code, virus or any other technologies, whether now known or yet to be developed, that may harm the Platform or its users;

-      Modify, adapt or hack the Platform or modify another Platform so as to falsely imply that it is associated with Regology;

-      Distribute or post spam, unsolicited or bulk electronic communications to Platform users;

-      Use any robot, spider, scraper or other automated means to access the Platform for any purpose whatsoever;

-      Take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform’s infrastructure;

-      Interfere or attempt to interfere with the proper working of the Platform, its services or tools; or

-      Bypass the Platform’s robot exclusion headers or other measures Regology may use to prevent or restrict access to Regology.

  1. Individual Arbitration. EXCEPT AS OTHERWISE STATED HEREIN, any claim or controversy with Regology arising out of or relating to the Platform, Services and/or these Terms of Service (including its formation, interpretation, performance and breach) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  The Federal Arbitration Act shall govern the interpretation and enforcement of these Terms of Service.

ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS ONLY.  THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR ARBITRATION WITH OTHER ARBITRATIONS.  YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JUDGE OR JURY.  IF ANY PROVISION OF THIS ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, THE UNENFORCEABLE PROVISION SHALL BE SEVERED AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE.

The AAA’s rules, as well as forms for initiating arbitration proceedings, are available at www.adr.org.   When initiating a request to arbitrate with the AAA, you must also send a copy of the completed form to support@regology.com.

Exception – Small Claims Court Claims.  Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in small claims courts for disputes or claims within the scope of that court’s jurisdiction.

  1. DISCLAIMER OF WARRANTIESTO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, CONTENT AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THESE TERMS OF SERVICE, INCLUDING ANY “BETA” RELEASES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  REGOLOGY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVICES (I) WILL BE UNINTERRUPTED, TIMELY OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. EXCEPT WHERE PROHIBITED BY LAW, REGOLOGY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON THE PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES.
  1. DISCLAIMER OF THIRD PARTY CONDUCT: REGOLOGY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORM OR SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, REGOLOGY MAKES NO WARRANTIES REGARDING THIRD PARTY COMMUNICATIONS AND CONTENT, SERVICES, GOODS, OR RESOURCES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD PARTY THIRD PARTY COMMUNICATIOSN AND CONTENT, SERVICES, GOODS, OR RESOURCES.
  1. LIMITATION OF LIABILITY:  YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM, CONTENT AND SERVICES IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER REGOLOGY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, CONTENT OR SERVICES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, SECURITY BREACH, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE PLATFORM, CONTENT AND SERVICES, EVEN IF REGOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REGOLOGY’S AGGREGATE LIABILITY, OR THAT OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR OF THE INABILITY TO USE, THE PLATFORM, CONTENT OR SERVICES, EXCEED THE FEES PAID TO REGOLOGY IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM, WHICHEVER IS GREATER.
  1. Release. Subscriber hereby voluntarily releases, forever discharges and covenants not to sue Regology and its representatives, agents, contractors, employees, managers, volunteers, affiliates, attorneys, insurers, lessors, successors, and assigns (“the Released Parties”) on behalf of him/herself and his/her spouse, children, parents, heirs, assigns, personal representatives, and estate from any and all liability, claims, demands, actions or causes of action, damages, suits in equity of whatever kind or nature which are related to, arise out of, or are in any way related to the Platform, Services, and any Third Party Communications and Content, including, but not limited to, any claims which allege negligent acts or omissions of the Released Parties. IF YOU ARE A CALIFORNIA RESIDENT, YOU 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 OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

 

  1. INDEMNITY. To the maximum extent permitted by law, Subscriber agrees to indemnify, defend and hold harmless Regology, and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the “Indemnified Parties”) from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with any claim, demand or action brought or asserted against any of the Indemnified Parties arising out of or relating to  Subscriber’s (i) use of the Platform or Services (ii) breach of these Terms of Service, (iii) violation of any third party right, including without limitation any intellectual property right, publicity, property or privacy right, and/or (iv) a breach of Subscriber’s representation or warranties under these Terms of Service.
  1. Miscellaneous Provisions:
    1. Severability. The validity or unenforceability of any provision of these Terms of Service shall not affect the validity or enforceability of any other provision of these Terms of Service. 
    2. Modifications.  Our employees, volunteers or agents are not authorized to vary our Terms of Service. No modification of these Terms of Service shall be effective unless it is in writing and either signed by an authorized representative of Regology or posted on the Platform.
    3. Choice of Law. These Terms of Service shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to or application of California’s conflict of law principles.  The parties consent to the jurisdiction of the State of California, and venue in the County of Santa Clara, with regard to any controversy or claim arising out of or relating to these Terms of Service, or the breach thereof.
    4. Assignment. Neither party shall assign any of the rights or obligations under these Terms of Service without the prior written consent of the other Party.  However, consent is not required for an assignment of these Terms of Service in connection with a change of control, merger, stock transfer, sale or other disposition of substantially all the assets of the assigning party’s business.
    5. Successors and Assigns.  These Terms of Services are binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
    6. No Waiver.  No failure or delay by a party exercising any right, power or privilege under these Terms of Service will operate as a waiver thereof.
    7. No Agency. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms of Service.
    8. Interpretation. Headings are for reference purposes only and do not limit the scope or extent of such section.
    9. Notices. All notices required or permitted to be given under these Terms of Service will be in writing and delivered to:  Regology at support@regology.com and Subscriber at email account associated with Subscriber’s Regology account.
  1. Entire Agreement.  These Terms of Service comprises the entire agreement between the parties and supersedes all prior or contemporaneous agreements, written or oral, between the parties regarding the subject matter contained herein.