Terms and Conditions
This User Agreement below became effective 15 August 2022.
PLEASE CAREFULLY READ THIS USER AGREEMENT AND ALL OTHER AGREEMENTS INCLUDING THE POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE "TERMS OF SERVICE." IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING LEGAL AGREEMENT
This User Agreement (this "Agreement") is a contract between you ("you" or "Author") SPi Global US, Inc. ("Straive," "we," or "us"), the trademark registrant of Authormate™, and our affiliates (collectively "Straive"). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at https://www.authormate.ai/ or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).
This Agreement includes and hereby incorporates by reference the following important Straive policies, as they may be in effect and modified from time to time: Site Terms of Use; Cookie Policy; Privacy Policy;; These policies are collectively, with this Agreement, called the "Terms of Service".
Subject to the conditions set forth herein, Straive may, in its sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Straive will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Straive, Straive will provide at least 30 days' advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the "Effective Date").
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY TO THE TERMS OF SERVICE. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
1.1 REGISTRATION AND ACCEPTANCE
By clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Straive reserves the right to decline a registration to join Straive or to add an Account of any type (i.e., as a Client), for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
Your privacy is important to Straive and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service, and applicable law.
1.2 ACCOUNT ELIGIBILITY
Straive offers the Site and Site Services for your consumption as an author that requires help in polishing and preparing your file for higher acceptance in terms of publication or any such need that you require in relation to your files and for whatever use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you: (a) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts; (b) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); and (c) will use the Site and Site Services for business purposes only.
1.3 ACCOUNT PROFILE
To register for an Account to join the Site, you must complete a User profile ("Profile"), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
Unless otherwise stated herein, Straive will use and retain ownership of its own tools, equipment, software and employees, or shall obtain the same from third party licensors and subcontractors, for Straive's performance of the Services under this Agreement.
1.4 ACCOUNT PERMISSIONS
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member, you represent and warrant that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for the User's acts and omissions, including your obligations and liabilities relating to making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, Straive may close any or all related Accounts.
1.5 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business with Straive. You authorize Straive, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must, in timely manner, provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.
1.6 USERNAMES AND PASSWORDS
Each person who uses the Site must register for their own Account. When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity that is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize Straive to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.
2. TAXES AND BENEFITS
Author acknowledges and agrees that Author is solely responsible (a) for all tax liability associated with payments received from Author and that Straive will not withhold any taxes from payments from Author; (b) to obtain any liability, health, workers' compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Author is not covered by or eligible for any insurance from Straive; (c) for determining whether Author is required by applicable law to issue any particular invoices for the Fees and for issuing any invoices so required; (d) for determining whether Author is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Straive is required by applicable law to withhold any amount of the Author Fees and for notifying Straive of any such requirement and indemnifying Straive for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Straive, Author agrees to promptly cooperate with Straive and provide copies of Author's tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Author is engaging in an independent business as represented to Straive.
2.1 VAT AND OTHER TAXES
Straive may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we'll just refer to VAT, GST and any local sales taxes collectively as "VAT") in the jurisdiction of the Author (the "Taxes"). In such instances, any amounts Straive is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Straive under the Terms of Service.
2.2 BILLING, PAYMENT METHODS, AND TERMS
Upon assessment of the uploaded manuscript, an invoice shall be provided to the author for settlement. Payments for services can be made through credit cards, Wire transfers or Institutional Purchase Orders.
Credit Cards:
Credit and debit card payments are processed by Stripe.
After accepting the automatically computed quotation of your requested service by our system, you will be redirected to Stripe’s payment page. Upon confirmation of payment, you will be sent an invoice and receipt for the transaction and processing of your request will begin. Output will be delivered based on the due date as indicated in the Turnaround Times.
Wire Transfers:
For payments through wire transfer, proof of payment should be sent to us within 3 business days upon receipt of our email that contains details on how to make the payment. In sending the proof of payment, please include all banking information pertinent to your wire transfer. Sending us a copy of the wire transfer would be ideal. Upon receipt of the confirmation of your payment from our billing and collection department, we will send you an invoice and processing of your manuscript begins. Output will be delivered on the agreed due date.
Please note that should you decide to pay via wire transfer, you will also be expected to shoulder the bank fees (usually, US$20.00). (The amount on the invoices we issue does not cover bank fees.)
Institutional Purchase Orders (POs):
For payments made by your institution on your behalf, we require that a purchase order be either uploaded (via our PO submission web page available through your personal account on this site) or sent by fax.
After receiving confirmation that you have accepted the quotation we provided, we will send you an email detailing how payment should be made. Payment of this invoice by your institution (through wire transfers) must be received by Straive within 5 business days after accepting our quotation. Upon receipt of confirmation of your institution's payment from our billing and collection department, we will send you an invoice and processing of your manuscript begins. Output will be delivered on the agreed due date.
3. RECORDS OF COMPLIANCE
Section 3 discusses your agreement to make and keep all required records, as detailed below.
Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax laws, and (b) provide copies of such records to Straive upon request. Nothing in this section requires or will be construed as requiring Straive to supervise or monitor a User's compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Straive's part to store, backup, retain, or grant access to any information or data for any period.
4. WARRANTY DISCLAIMER
Section 4 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. STRAIVE MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STRAIVE DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION (AGREEMENT TERM AND TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST STRAIVE WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
5. LIMITATION OF LIABILITY
Section 5 discusses your agreement that Straive usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
Straive is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
- your use of or your inability to use our Site or Site Services;
- delays or disruptions in our Site or Site Services;
- viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
- damage to your hardware device from the use of the Site or Site Services;
- the content, actions, or inactions of third parties' use of the Site or Site Services;
- a suspension or other action taken with respect to your Account;and
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
6. RELEASE
Section 6 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
In addition to the recognition that Straive is not a party to any contract between Users, you hereby release Straive, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Services provided to client and requests for refunds based upon disputes.
This release will not apply to a claim that Straive failed to meet our obligations under the Terms of Service.
7. INDEMNIFICATION
Section 7 discusses your agreement to pay for any costs or losses we have incurred as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
You will indemnify, defend, and hold harmless Straive, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an "Indemnified Party") for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default incurred through use of the Site Services; (b) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services; (c); failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 7, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
"Indemnified Claim" means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
"Indemnified Liability" means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
8. AGREEMENT TERM AND TERMINATION
Section 8 discusses your and Straive's agreement about when and how long this Agreement will last, when and how either you or Straive can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
8.1 TERMINATION
Unless both you and Straive expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to customer_service@authormate.ai.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Straive is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Straive to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Straive will continue to perform those Site Services necessary to complete any open Project; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Straive for any Site Services or such other amounts owed under the Terms of Service.
Without limiting Straive's other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, or Straive or our Affiliates; may be contrary to the interests of the Site; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register under a new Account without Straive's prior written consent.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of your Account status to Straive,
8.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account may involve deletion of any content stored in your Account for which Straive will have no liability whatsoever. Straive, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
8.3 SURVIVAL
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Straive from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination
9.1 CONSENT TO ACCESS AND PROCESS DATA
Author represents and warrants that Straive is authorized to access and process any and all data provided to or obtained by Straive in connection with providing the Services to Author.
Both parties shall comply with the requirements of the General Data Protection Regulation ("GDPR") and all other applicable data privacy laws, policies and regulations regarding the protection of personal information (hereinafter collectively referred to as "Data Privacy regulations") applicable to the parties in consideration of the nature of this agreement whenever applicable. Parties will endeavor, as far as applicable, to comply with the relevant provisions of the GDPR regulations, and all other applicable data privacy laws, and by way of incorporation, adopt the clauses and measures referred therein to the extent applicable and relevant to this Agreement.
10. DISCLAIMER OF WARRANTIES
Straive warrants that it shall perform the Services in a professional, workmanlike manner. Other than this warranty, all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed by Straive to the maximum extent permitted by applicable law. The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications that are not under Straive's control. Straive shall not be responsible for any delays, delivery failures, or other damage resulting from such problems that are not under Straive's control. Straive shall not be responsible for any delays, delivery failures, or other damage resulting from such problems that are not under Straive's control.
11. JURISDICTION AND GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of Philippines. All rights and obligations of the parties shall be in addition to, and not in limitation of, those provided by applicable law. If any legal action or proceeding is instituted under this Agreement by reason of any asserted breach of it, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorney's fees, incurred in enforcing or attempting to enforce any of the terms, covenants or conditions, and all costs and expenses, including reasonable attorney's fees, incurred in any appeal from an action brought to enforce any of the terms, covenants and conditions. Except as otherwise provided by applicable law, no action may be brought by or against either party more than one (1) year after the termination or expiration of the Services that were performed.
12. SURVEY AND NEWSLETTER
Straive will have the opportunity to include a promotional message, subject to Author's reasonable approval, in at least one email newsletter per month (twelve (12) total newsletters per year). Such newsletter shall contain current information concerning Straive, industry updates and upcoming events and announcements. Online surveys may likewise be conducted to gather both qualitative and quantitative information regarding the service rendered by Straive. Author may unsubscribe at any moment via the platform or via the unsubscribe link found in the newsletter or survey.
13. CONSENT TO USE ELECTRONIC RECORDS
In connection with the Site Terms of Use, you may be entitled to receive, or we may otherwise provide, certain records from Straive or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of paper form.
14. DISPUTES BETWEEN YOU AND STRAIVE
Section 14 discusses your agreement with Straive and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can't resolve the dispute informally, as detailed below.
14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
If a dispute arises between you and Straive or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.3 below, you, Straive, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Straive (including without limitation any claimed employment with Straive or one of our Affiliates or successors), the termination of your relationship with Straive, or the Site Services (each, a "Claim") in accordance with this Section 14 (sometimes referred to as the "Arbitration Provision").
Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Site, Site Services, the Terms of Service, any Service Contract, any payments or monies you claim are due to you from Straive or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation and all other federal or state legal claims arising out of or relating to your relationship with Straive or the termination of that relationship.
14.2 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and Straive agree to first notify each other of the Claim. You agree to notify Straive of the Claim at Attn: felma.magnata@authormate.ai.com and Straive agrees to provide to you a notice at your email address on file (in each case, a "Notice"). You and Straive then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Straive, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Straive will have 60 days from the date of the receipt of the Notice to informally resolve the other party's Claim, which, if successful, will avoid the need for further action.
14.3 RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
You may opt out of the Arbitration Provision contained in this Section 14 by notifying Straive in writing within 30 days of the date you first registered for the Site.To opt out, you must send a written notification to Straive at Attn: Customer Srevice that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to customer_service@straive.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
If you do not opt out as provided in this Section 14.3 continuing your relationship with Straive constitutes mutual acceptance of the terms of this Arbitration Provision by you and Straive. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
14.4 Enforcement of this Arbitration Provision.
This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.
15. GENERAL
Section 15 discusses additional terms of the agreement between you and Straive, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
15.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Straive relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Straive drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Straive because of the authorship of any provision of the Terms of Service.
15.2 MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon Straive unless they are agreed in a written instrument signed by a duly authorized representative of Straive or posted on the Site by Straive. Email will not constitute a written instrument as contemplated by this Section 15.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
15.3 ASSIGNABILITY
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Straive's prior written consent in the form of a written instrument signed by a duly authorized representative of Straive. Straive may freely assign this Agreement and the other Terms of Service without User's consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
15.4 SEVERABILITY; INTERPRETATION
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
15.5 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.
15.6 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
Straive makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations..
In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
