TERMS AND CONDITIONS
Last Updated: April 1, 2018
This agreement sets out the legally binding terms of your use of the service provided by YNOT Business Services LLC (“YNOT”) to you (hereinafter referred to as “End User”, “You” or “Your”), and may be modified by YNOT from time to time, such modifications to be effective upon posting of the modified agreement. By accessing, using and/or registering for the service provided by YNOT (hereinafter referred to as the “Service”), you agree that you have read and understand this End User Terms of Service and all of its contents (hereinafter referred to as this “Agreement“), intend this Agreement to be the legal equivalent of a signed, written contract and equally binding, and that you will be subject to all of the terms and conditions set forth herein.
1. Modification of Terms of this Agreement
YNOT reserves the right to change the terms and conditions of this Agreement at any time without notice. Any such change will be effective upon posting of the changes on this website. You agree to review the Agreement periodically to be aware of any such modifications, additions, deletions or other changes. Your continued access, registration and/or use of the Service after any such changes shall constitute your acceptance to such changes and of the modified agreement. If you do not agree to such changes, you should immediately cease using the services.
2. Eligibility; Authority
The Services are available only to End Users who can form legally binding contracts under applicable law. By using the Services, you represent and warrant that you are (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law. If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “End User”, “You” or “Your” shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, YNOT finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. YNOT shall not be liable for any loss or damage resulting from YNOT’s reliance on any instruction, notice, document or communication reasonably believed by YNOT to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, YNOT reserves the right (but undertakes no duty) to require additional authentication from you.
3. Description of Service
[The Service consist in an online service that allows you to connect with your customers and contacts through customizable permission-based email marketing with both “opt-in” and “opt-out” functionality.
Specifically, the Service allows you to:
i. Create, manage and maintain permission-based email subscriber lists built on your customer database or contact management system (email subscriber lists may be built or added to manually or imported from your existing customer database or contact management system);
ii. Create targeted email marketing campaigns and distribute each campaign on a scheduled basis to your email subscriber lists;
iii. Create surveys for your customers and contacts that may be included in your targeted email marketing campaigns;
iv. Access reporting data on campaign responses, survey results, and subscriber activity, including demographic details; and
v. Implement email list subscription functionality to your website.]
4. Intellectual Property
YNOT solely and exclusively owns all intellectual property and other rights, title and interest in and to the Service. All such content provided by YNOT and its licensors through the Service is the sole and exclusive property of YNOT, and any unauthorized use of the content may violate United States federal copyright laws, patent laws, moral rights laws, trade secret laws, confidential information laws, trademark laws, unfair competition laws or other similar rights.
5. License
YNOT grants you a limited, nontransferable, nonexclusive, revocable license to access and use the Service. You hereby agree to access and use the Service for its intended purposes, subject to your compliance with this Agreement, and are hereby prohibited from utilizing the Service for any other purpose or to alter the Service in any way. This license does not include the right to collect or use information contained on the Site or through the Service for purposes prohibited by YNOT. License to use the Service is limited to use by the End User; therefore, resale or commercial use of the Service or any other means to seek financial gain from providing the Service to any third party, without the express prior written consent of YNOT, is strictly prohibited. If you use the service in a manner that exceeds the scope of this license or breaches this Agreement, YNOT may revoke the license granted to you.
6. End User Obligations
By accessing, using and/or registering for the Service, you agree to: (i) provide true, accurate, complete and current user information as requested by YNOT at any time; (ii) promptly and regularly update your user information to maintain its accuracy and completeness; (iii) provide for your own access to the Internet and pay any fees or costs relative to such access that is required to access the Service; (iv) provide all necessary equipment and/or materials necessary for you to make such connection to the Internet in order to access, use and/or register for the Service. By providing any user information that is untrue, inaccurate, incomplete and/or not current, YNOT reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service, in whole or in part, by you. On occasion, we may ask you to sign an affidavit verifying the fact that your list is truly permission based.
7. End User Conduct
The Service provided by YNOT makes use of the Internet to compose, send and receive Messages; therefore, each End User’s conduct is subject to Internet law, regulations, policies and procedures.
By accessing and/or using the Service, you hereby represent and warrant that (i) you will not utilize the Service for any purpose that is unlawful and/or prohibited by the terms and conditions in this Agreement, by applicable laws and regulations, policies and procedures, (ii) you shall not engage in unlawful or unethical activities through your use of the Service, including, but not limited to:
(a) unsolicited surveys, contests or pyramid schemes;
(b) defamation, libel, slander, abuse, harassment, stalking, embarrassment, threatening acts or otherwise violate the legal rights of any third party;
(c) publish and/or distribute obscene or otherwise unlawful material;
(d) harm minors in any way, form or manner;
(e) harvest or collect any information about any third party, including, but not limited to, e-mail addresses, without consent of such third party;
(f) record conversations or communications between or among any other third parties without the consent of such third parties;
(g) create false identities for the purpose of misleading any third party as to the identity of the sender of any Message or to manipulate the origin of any Message or transmission of same;
(h) transmit or upload any content or materials that contain viruses, trojan horses, worms, bots or any other harmful or destructive programs;
(i) distribute or unleash nefarious computer or technology related items that include but are not limited to viruses, harmful code, trojans, key-logging software or other types of spyware.
(j) distribute, promote, post or offer services or content that solicit participation in pyramid or ponzi schemes, multi-level or channel (MLM) businesses or services that include but are not limited to work at home jobs, “get rich quick” schemes, services or content that offers ways to “build wealth” or become “financially independent”.
(k) transmit or upload any content or materials that contain software or other content that is protected by intellectual property rights, including, but not limited to, copyright, trademark and patent rights, rights of privacy or publicity, or any other applicable law, unless you are the owner of such rights thereto or have received all necessary consents by the respective owners of such rights;
(l) transmit or upload any content or material that would encourage conduct that could constitute a criminal offense, civil liability or otherwise violate any applicable local, state, federal or international law, regulation or policy;
(m) interfere with, disrupt or manipulate the Service, its networks or servers, or violate the regulations, policies and procedures of such networks and servers;
(n) successfully gain or attempt to gain unlawful and/or unauthorized access to the Service and/or accounts, systems and networks connected to the Service by password mining or other unauthorized means;
(o) violate any applicable laws, policies or regulations, including, but not limited to, laws relative to the transmission of data or software exported from the United States of America through the Service and/or any other applicable local, state, federal and international law and regulation;
(p) interfere with any individual, entity, or any other third party’s use and enjoyment of the Service;
(q) use the Service to advertise and/or promote any illegal activities;
(r) use the Service for illegal purposes;
(s) use the Service for gambling or betting purposes;
(t) use the Service to promote the use of alcohol, firearms or tobacco products;
(u) use the Service to promote, encourage or engage in the sale or distribution of prescription medication without a valid prescription and/or to violate the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation;
(v) use the Service to send electronic mail transmissions to any third party that include links to any web site that violates the terms and conditions set forth in this Agreement; or
(w) engage in any other conduct, activity or behavior that, in YNOT’s sole and exclusive discretion, is considered unauthorized, illegal, immoral or objectionable.
8. Spamming
By accessing, using and/or registering for the Service, you shall not use the Service, in whole or in part, in any way, for the purpose of composing and/or sending chain letters, junk electronic mail, “spam”, or any purpose that involves the utilization of distribution lists to any third party business or individual that has not given express specific permission to be included in such a distribution list. Any electronic mail advertisement that is composed and addressed to a third-party recipient with whom the sender does not have an existing business, commercial or personal relationship and which is not sent at the express request or consent of the recipient to receive such a Message from you is strictly prohibited (hereinafter referred to as “Spamming”). The definition of “Spamming” is determined solely by YNOT’s Anti-Spam Policy. You acknowledge and agree to comply with YNOT’s Anti-Spam Policy, as well as the provisions of the CAN-SPAM Act of 2003.
You agree to include a valid and correct physical address on every email message, as well as a valid and correct “from” and “reply to” address in every email message. Any and all email marketing campaigns shall require you to provide opt-in verification for each subscriber. You must comply will all opt-out requests within ten (10) business days of receipt and the opt-out method used must be able to process opt-out requests for a minimum of thirty (30) days after the email message is sent.
YNOT reserves the right to immediately terminate any End User’s license to access and/or use the Service if such End User uses the Service, in whole or in part, for Spamming purposes, and YNOT reserves the right to seek appropriate legal action as necessary for any such violation. In addition, if actual damages cannot be reasonably calculated then you agree to pay YNOT liquidated damages in the amount of $1.00 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with your account.
9. End User Material
You, as End User, have the sole and exclusive responsibility for any content, data, text, software, music clips, sound, video, photographs, graphics, messages, files or other material that is transmitted, posted or otherwise distributed by you through the Service (hereinafter referred to as “End User Material”), including, but not limited to, the contents of your electronic mail communications sent through the Service. As such, you assume sole liability for all End User Materials posted by you, whether publicly or privately posted and/or transmitted. YNOT is not responsible and holds no liability relative to monitoring the End User Content provided through the Service, and does not warrant, guarantee or represent, in any way, the accuracy, quality and/or integrity of the End User Materials. YNOT shall not be held liable for any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content transmitted through the Service.
10. Monitoring
You acknowledge and agree that YNOT has the right but not the obligation to copy and/or store your email subscriber lists, customer and contact information, and other information as needed. YNOT holds no obligation to monitor the Service, your use of the Service or to store the content of any end user session. However, YNOT reserves the right to monitor, review, retain, store or disclose any information or content as necessary, at any time, in conjunction with any applicable law, regulation, policy, legal process and/or government or police request, or to enforce this Agreement herein at the sole discretion of YNOT. You hereby agree that YNOT shall be held harmless from any liability for any such monitoring, lack of monitoring, review, lack of review, retention, lack of retention and/or disclosure of content or information as described herein.
YNOT will not monitor, edit, review or disclose the contents of any messages composed and/or sent by an End User to a third-party recipient without End User’s prior permission, unless: a) as required by law; b) in compliance with legal authorities or during any legal proceeding; c) to enforce this Agreement; d) to respond to any good faith belief or claim that such message, or any of its contents, violates the rights or interests of any third party or violates this Agreement; and/or e) to protect the rights and/or property of YNOT, its licensors or any other third party. As an End User composing and/or sending such messages, you acknowledge and agree that technical processing of the messages is required in order to send and receive such message, to conform to the technical requirements of connecting networks, to conform to the limitations of the Service and its equipment, to conform to other similar technical requirements, or as otherwise noted in the YNOT Privacy Policy.
11. End User Accounts and Security
As an End User of the Service, you will receive an end user account and password to access said account. You are solely responsible for maintaining the confidentiality and security of your account and password. You are solely responsible for any and all activity that occurs within your end user account while using the Service, including, but not limited to, the content located in all electronic mail messages sent through the Service from your account. You may modify or change your password at your sole discretion, at any time, by following the instructions located on the YNOT web site. You expressly agree to promptly notify YNOT of any unauthorized use of your account or any other breach of security.
12. Use of Service and Storage Limitations
YNOT may, at its sole discretion, establish and enforce general practices, policies and limitations with regard to your use of the Service, including, but not limited to: a) the maximum number of day(s) that electronic mail messages or other uploaded content will be stored by the Service; b) the maximum number of electronic mail messages that may be sent or received by your account through the Service; c) the maximum size of any electronic mail messages that may be sent or received by your account through the Service; d) the maximum disk and/or server space that will be allotted to you on YNOT’s servers for your use of the Service; and/or e) the maximum number of instances and duration which you may access the Service in a given period of time. The amount of electronic mail storage on YNOT’s server allotted to you for your use of the Service is limited; however, additional storage space for electronic mail messages may be available to you upon payment of additional fees. YNOT shall not be held liable for the deletion of an electronic mail message or the failure to compose or send an electronic mail message through use of the Service, nor is YNOT liable for electronic mail messages that are not processed or sent due to space limitations or outbound message limitations. YNOT reserves the right to log off the account of any end user which has been inactive for an extended period of time, at the sole discretion of YNOT. YNOT further reserves the right to modify, add to or otherwise change these practices, policies and limitations at any time, with or without notice to you, at its sole discretion.
13. Indemnification
You shall defend, indemnify and hold Ynot, its parent, subsidiaries, affiliates, officers, directors, members, agents, principals and other partners and employees harmless from any and all loss, liability, damage, claim, demand, settlement or expense (including reasonable attorneys’ fees and expenses), as incurred, resulting from or arising out of or in connection with: (i) any breach or violation of any representation or warranty by End User or any of its affiliates (ii) any breach or violation of any law or regulation by End User or any of its affiliates and (iii) End User’s use of the Site or the Services. YNOT reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not, in any event, settle any matter without the written consent of YNOT.
14. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED BY YNOT ON AN “AS IS” AND “AS AVAILABLE” BASIS. YNOT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, THE IMPLIED WARRANTY OF QUALITY OF ANY COMPUTER PROGRAMS, ANY AND ALL IMPLIED WARRANTIES OF INFORMATIONAL CONTENT, AND ANY AND ALL WARRANTIES AS TO ANY EFFORT MADE TO ACHIEVE A PARTICULAR PURPOSE. YNOT MAKES NO WARRANTY THAT THE WEB SITE IS FREE OF VIRUSES OR POTENTIALLY DAMAGING CODE. YNOT MAKES NO WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS AND/OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, NOR DOES YNOT MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED AND/OR DOWNLOADED THROUGH THE USE OF THE SERVICE OR THAT DEFECTS IN THE SYSTEM AND SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM YNOT SHALL CREATE A WARRANTY NOT EXPRESSLY STATED HEREIN. FURTHERMORE, YNOT MAKES NO WARRANTIES CONCERNING THE SUITABILITY OF THE CONTENT PROVIDED THROUGH THE SERVICE FOR ANY PURPOSE.
As End User of the Service, if you disagree and/or are dissatisfied with the Service, in whole or in part, or with any provision of this Agreement, in whole or in part, or any subsequent modifications thereto, it is your sole and exclusive remedy and obligation to terminate this Agreement, for any reason and at any time.
15. Disclaimer of Liability; Waiver of Consequential Damages
IN NO EVENT SHALL YNOT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, LOSS OF PROFITS, LOST OPPORTUNITY OR DATA, ARISING OUT OF OR IN ANY WAY CONNECTED TO THE USE OF THE SERVICE OR WITH THE DELAY OR INABILITY TO USE THE SERVICE, OR FOR ANY INFORMATION, PRODUCTS AND SERVICES OBTAINED THROUGH USE OF THE SERVICE, OR OTHERWISE ARISING OUT OF THE UTILIZATION OF THE SERVICE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT YNOT HAS BEEN ADVISED OF THE POSSIBILITY OF SAID DAMAGES. FURTHERMORE, YNOT SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER OR NOT SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED, NEGLIGENT OR INTENTIONAL.
YOU SPECIFICALLY AGREE THAT IN NO EVENT YNOT SHALL BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONDUCT OR SPEECH OR ANY INFRINGEMENT OR VIOLATION OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY AND RIGHT OF PUBLICITY RIGHTS ORIGINATING FROM YOUR USE OF THE SERVICES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SITE OR THE SERVICES FOUND AT THIS SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL YNOT’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SERVICES.
16. Fees, Cancellation & Termination
16.1. Service fees. End Users of Service are subject to monthly subscription fees in accordance with the published prices at time of signup. These fees are based on the account’s maximum monthly email send cap. Each month, YNOT will attempt to collect monthly fees in advance by changing the End User’s credit card provided to YNOT at signup, unless End User has made alternative payment arrangements and has written acceptance of said arrangements from YNOT. If YNOT is unable to collect payment of fees in advance for any reason, access to Service may be disabled until payment is received. Fees will be billed monthly for Service, even if you are not actively using the Service. Service may also be subject to additional charges if End User requests additional services above initial subscription plan’s published benefits.
16.2. Payment and Taxes. Payment for the Service will be made by a valid credit card accepted by YNOT. Checks will be accepted for special circumstances. Fees are payable in U.S. dollars only. If you provide YNOT with credit card information for payment, you hereby authorize YNOT to charge your credit card for such amounts on a regular monthly basis beginning at the the time you first submit your payment information and continuing until such time as your account is properly terminated. If we experience problems collecting your monthly payment, such as notice from the bank of a declined credit card, we may attempt to contact you to resolve the issue. If we are required to collect and pay any local taxes related to providing you this Service, you agree to be responsible for and to pay any sales, use, VAT, excise, personal property, withholding, or any other taxes that may be imposed, based on this Agreement, not including taxes based on net income payable by YNOT.
16.3. Termination of Service. You may terminate your Service account at any time by contacting YNOT in writing via email and informing us of your desire to cancel Service. There are no refunds for any fees already paid. YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR SERVICE ACCOUNT AND THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR SERVICE AND THIS AGREEMENT OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR SERVICE ACCOUNT AND THIS AGREEMENT.
We may, at our sole discretion, terminate your Service or your access to Service, disable your Services account or access to Services, remove all or a portion of your account’s data, including email lists, and in each case at any time, with or without cause, with or without notice and without refund. YNOT shall have no liability to you or any third party because of such termination or action, except that YNOT will refund a pro rata portion of any prepaid amounts if we terminate Services without cause. Unless you or we terminate your account in the manner described in this Agreement, you will continue to be responsible for paying any amounts owed to us hereunder.
YNOT may delete and otherwise destroy any of your data immediately following termination. Following the termination of your Services and this Agreement, you acknowledge that you are responsible under the CAN-SPAM Act and Canada’s Anti-Spam Legislation to maintain and honor any unsubscribe requests.
If YNOT decides, at its sole discretion, that your Service account is inactive for over 120 days, we have the right to permanently delete any of your data, including any data relating to your subscribers such as email lists.
Upon termination of your Service account by you or us, this Agreement and any rights or licenses granted to you hereunder, shall immediately terminate except that all sections of this Agreement that by their nature should survive termination will survive termination.
17. Miscellaneous
17.1. Force Majeure. If by reason of force majeure, Ynot is wholly or in part unable to perform or comply with any obligation or condition of this Agreement, Ynot will be relieved of liability and shall suffer no prejudice for failure to comply or perform or for delay during the continuance of force majeure, providing that Ynot has given prompt written notice to Advertiser of the force majeure. Force majeure shall mean any cause not reasonably within the control of Licensee.
17.2. Assignment and Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and the Parties’ heirs, executors, personal representatives, assignees, administrators and legal representatives. Neither this Agreement nor any rights or obligations under this Agreement shall be assignable by Advertiser. Any purported assignment that is not expressly permitted by this Paragraph shall be null and void ab initio.
17.3. Notices. All notices, requests, demands, applications, services of process, and other communications that are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent by facsimile transmission (receipt confirmed), or delivered by courier or mailed, certified first class mail, postage prepaid, return receipt requested, to the Parties to this Agreement at the addresses set forth above or to such other address as the Party shall have furnished to the others by notice given in accordance with this Paragraph. Such notice shall be effective (i) if delivered in person or by courier, upon actual receipt by the intended recipient, or (ii) if sent by facsimile transmission, on the date of transmission unless transmitted after normal business hours, in which case on the following date, or (iii) if mailed, upon the date of first attempted delivery.
17.4. Relationship of Parties. The Parties are independent contractors and nothing in this Agreement contained shall be deemed to create a joint venture, partnership or agency relationship between the Parties. No Party shall have any power to enter into any contracts or commitments in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.
17.5. Governing Law. This Agreement and the rights and obligations of the Parties hereto shall be governed in all respects by, and construed in accordance with, the laws of the State of Delaware (without regard to the principles of conflicts of laws).
17.6. Entire Agreement. This Agreement contains the complete, final and exclusive agreement of the Parties relating to the subject matter. This Agreement supersedes and terminates all prior oral and written employment agreements or arrangements between the Parties.
17.7. Waiver. No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the Party against whom the wavier in claimed, and any waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach.
17.8. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
17.17. Interpretation and Construction. The headings set forth in this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. For purposes of construction and interpretation, this Agreement shall be deemed to have been mutually drafted by the parties hereto. Thus, the parties to this Agreement shall determine and resolve any issues of ambiguity related to the interpretation of the provisions herewith.
17.18. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered in New York, New York, by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The Parties consent to the jurisdiction of the courts of the State of New York or the United States Federal District Court for the Southern District of New York, for all purposes in connection with arbitration.
17.19. Survival Beyond Termination or Completion. The provisions of Sections 13. (Indemnification), 14. (Disclaimer of Warranty), 15. (Disclaimer of Liability; Waiver of Consequential Damages) shall survive the termination or completion of this Agreement.
