DESCRIPTION OF SERVICES
TCN is a platform that allows its members (each, a “Registered User”), to access and browse through various startup companies, for the purpose of joining a likeminded community, attend events, build a venture portfolio and take some type of role in companies of interest. TCN allows entrepreneurs to raise capital from its members at the same time, while offering valuable support and guidance.
If you, the entrepreneur, creates a Post seeking an Investment, then you expressly agree to the following:
Prior to making the Post available to individuals interested in making an investment of money in your company (each, an “Investor or member of TCN”), you must complete an application process (the “Application”) and provide us with all information requested in connection with the Application, including, but not limited to, an executive summary of your company (the “Company”), a term sheet describing the investment you are seeking, a presentation to be made to Investors, financial projections of the Company, Company’s legal counsel, and Company’s corporate governance documents. We will review each Application and accept or reject each Application in our sole discretion. If we reject your Application, your Post will not be made available on TCN. If we accept your application, it could be selected for the gallery or be featured as a rigorously vetted live investment opportunity.
In connection to your TCN profile, we reserve the right to post any interview, live streaming videos or any marketing material we obtain on the platform without prior request for permission.
We may, for the purpose of determining your eligibility as a Registered User, obtain a consumer credit report and/or investigative consumer report pertaining to you, which includes, but is not limited to, information regarding your credit standing. By accepting this Agreement, you hereby authorize, on behalf of yourself as well as all Company officers and individuals holding at least a twenty percent (20%) equity interest in the Company (collectively, “Company Officers”), us to request and obtain such reports. You hereby warrant and represent that you have the right to provide such consent on behalf of all Company Officers.
ALTHOUGH WE ENCOURAGE YOU TO CREATE AND UPLOAD POSTS AND COMMUNICATE WITH US AND OTHER REGISTERED USERS, PLEASE NOTE THAT ANY IDEAS, CONTENT, AND INFORMATION YOU POST OR SHARE WITH OTHER REGISTERED USERS THROUGH THE SERVICES MAY BE SEEN AND USED BY OTHER REGISTERED USERS, AND TCN CANNOT GUARANTEE THAT OTHER REGISTERED USERS WILL NOT USE THOSE IDEAS, CONTENT, OR INFORMATION THAT YOU SHARE ON THE SERVICES. THEREFORE, IF YOU HAVE AN OPPORTUNITY, IDEA, OR OTHER INFORMATION THAT YOU WOULD LIKE TO KEEP CONFIDENTIAL, DON’T WANT OTHERS TO USE, AND/OR THAT IS SUBJECT TO THIRD-PARTY RIGHTS THAT MAY BE INFRINGED BY YOUR SHARING IT, DO NOT POST IT ANYWHERE ON OR THROUGH THE SERVICES. TCN IS NOT RESPONSIBLE FOR ANY REGISTERED USERS’ MISUSE OR MISAPPROPRIATION OF ANY OPPORTUNITY, IDEA, CONTENT, OR INFORMATION YOU POST ON OR THROUGH THE SERVICES. IN THE EVENT YOU NEED TO COMMUNICATE ANY SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION TO ANOTHER REGISTERED USER, YOU SHOULD FIRST DISCUSS WITH YOUR LEGAL COUNSEL ABOUT ENTERING INTO A NON-DISCLOSURE AGREEMENT WITH SUCH REGISTERED USER.
WAIVER AND RELEASE
Although you are able to find information about Opportunities through our Services, we are not a party to any transaction regarding any such Opportunity (each, a “Transaction”). Accordingly, we shall have no liability to any party in connection with such Transactions. We do recommend, however, that in connection with each Transaction, Registered Users reduce their agreements to writing.
Except as expressly described herein in connection with Companies and Members, we make no attempt to confirm, and do not confirm, any Registered User’s purported identity. You are solely responsible for determining the identity and suitability of other Registered Users whom you may contact by means of the Services.
We make no representations, offer no assurances, and, except as expressly described herein in connection with Companies and Members, do not investigate any of our Registered Users’ backgrounds, morality, character, actions, or demeanor, and you hereby acknowledge that you assume the risk of any encounter or interaction with such persons. We encourage all Registered Users to communicate directly with other Registered Users through the tools available on the Services and to review their profile pages on various external social media platforms for additional information.
Although we reserve the right to do so, we typically do not verify information that Registered Users submit to the Services, except as expressly described herein in connection with Companies and Members. We do not endorse any Registered Users.
We make no, and hereby disclaim all, representations, warranties, claims, and assurances as to any Opportunity.
Investments are offered to qualified investors only (TCN members) through the definitive offering materials for the investment. Any potential investor should carefully review such materials, including all of the related risk factors, before investing. Private investments involve a high degree of risk, and investors should be able to afford losing their entire investment without a change in their lifestyle. Private investments should comprise only a portion of an investor’s diversified investment portfolio, as a part of an aggressive asset allocation strategy. Private investments are generally illiquid, and investors who do not have a long-term time horizon or who may have liquidity needs should not invest. You are strongly encouraged to consult with your professional advisors before investing in any private investment.
YOUR HEIRS, NEXT OF KIN, SPOUSE, GUARDIANS, LEGAL REPRESENTATIVES, AGENTS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RELEASING PARTIES”), AGREE THAT SUCH RELEASING PARTIES SHALL NOT HAVE ANY RIGHT OR CAUSE OF ACTION, AND HEREBY FULLY, FINALLY, AND FOREVER RELEASE, DISCHARGE, AND ACQUIT TCN, ONEVEST CORPORATION AND ITS PAST, CURRENT, AND FUTURE MEMBERS, SHAREHOLDERS, EMPLOYEES, OFFICERS, DIRECTORS, SUBSIDIARIES, PARENT ENTITIES, ATTORNEYS, PRINCIPALS, TRUSTEES, REPRESENTATIVES, AGENTS, PARTNERS, AFFILIATES, PREDECESSORS, SUCCESSORS, OPERATING PARTNERSHIPS, GENERAL PARTNERS, INSURERS, REINSURERS, AND ASSIGNS FROM ANY AND ALL CLAIMS, SUITS, OBLIGATIONS, COSTS, DAMAGES, LOSSES, CLAIMS FOR SUMS OF MONEY, CONTRACTS, CONTROVERSIES, AGREEMENTS, JUDGMENTS, AND DEMANDS WHATSOEVER, RIGHTS, LIABILITIES, ACTIONS, AND CAUSES OF ACTION OF ANY NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, AT LAW OR IN EQUITY, FIXED OR CONTINGENT, WHICH SUCH RELEASING PARTIES NOW HAVE OR MAY CLAIM TO HAVE IN THE FUTURE (COLLECTIVELY, “CLAIMS”) ARISING OUT OF, BASED UPON, ATTRIBUTABLE TO, OR IN CONNECTION WITH YOUR INTERACTION WITH OTHER REGISTERED USERS, ANY TRANSACTION, AND ANY OPPORTUNITY.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING RELEASE AND DISCHARGE SHALL BE EFFECTIVE AS A BAR TO ALL CLAIMS OF WHATEVER CHARACTER, NATURE, AND KIND, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, HEREINABOVE SPECIFIED TO BE SO BARRED. IN FURTHERANCE OF THIS INTENTION, THE RELEASING PARTIES EXPRESSLY WAIVE ANY AND ALL RIGHTS AND BENEFITS CONFERRED UPON THEM BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
DESCRIPTION OF REGISTERED USERS
We provide Visitors and Registered Users with access to the Services as described in this Agreement.
Visitors, as the term implies, are people who don’t register with us, but want to look around and see what the Services are all about. No login is required for Visitors. Visitors can (a) view all publicly-accessible content, and (b) e-mail us.
Registered Users. Login is required for all Registered User services. Registered Users can do all the things that Visitors can do, and may also be able to (a) log into the platform, browse events, look through deals and comments, and review other content; (b) update their accounts; (c) network and communicate with other Registered Users; (d) participate in our exclusive promotional offers, contests, sweepstakes, and networking events; and (e) sign up for alerts and other notifications.
We may, for the purpose of determining your eligibility as a Registered User, obtain a consumer credit report and/or investigative consumer report pertaining to you, which includes, but is not limited to, information regarding your credit standing. TCN reserves the right to conduct business audits and background checks on registered users that are using any TCN services in the event TCN suspects any fraud or foul play. Furthermore, if any misleading statements or fraud is discovered, all costs associated with the investigation and audit will be billed directly to the individual or entity at fault with the credit card on file, without obtaining prior permission.
By accepting this Agreement, you hereby authorize us to request and obtain such reports if you register as a member, you hereby warrant and represent that you are an “Accredited Investor” as defined below, or as otherwise defined under the Securities Act of 1933:
A natural person who had an individual “income” exceeding $200,000 during both of the two (2) most recently completed calendar years (or a joint income with the undersigned’s spouse in excess of $300,000 in each of those years) and who has a reasonable expectation of reaching the same income level in the current calendar year.
We are under no obligation to accept any individual as a Registered User, and may accept or reject any registration in our sole and complete discretion.
When using the Services via our Mobile Apps, Registered Users may elect to consent to: (a) the use of their Mobile Device’s Geolocational Information to provide the Services; and (b) receive text messages. In either case, the Registered User consents to and shall pay all carrier data, messaging, and other fees resulting from their usage of the Services.
TCN’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Services, you hereby agree to comply with these community rules and that:
1.You will not use the Services for any unlawful purpose;
2.You will not offer any Opportunity that you do not yourself own or have the right to offer (i.e., you may not serve as an agent on behalf of any third party);
3.You will not submit false or misleading information, or submit any investment that you do not intend to honor;
4.You will not use the Services to engage in any other commercial activities, including, without limitation; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
5.You will not access or use the Services to collect any market research for a competing business;
6.You will not upload, post, e-mail, transmit, or otherwise make available any content that:
a)infringes any copyright, trademark, right of publicity, or other proprietary rights or confidential information of any person or entity; oris threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or
b)discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
7.You will not “stalk” or otherwise harass another;
8.You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; and
9.You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Service through hacking, password or data mining, or any other means.
10.You will not solicit TCN members or companies for recruiting purposes or to join competing platforms. TCN reserves the right to reclaim URLs used for any reason at all.
We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, without notice, and to remove any comments that do not adhere to these guidelines.
FEES AND PAYMENT
There is an annual flat membership fee associated with becoming a member. In such case, you agree that TCN may authorize your credit card (or other approved facility) for payment of all fees and charges made under your Password (as defined below).
As set forth more fully in the section below, you must keep your Password strictly confidential. You are fully responsible for all activities that occur under your Password, and you agree to be personally liable for all charges incurred under your Password. Your liability for such charges shall continue after termination of this Agreement. If you have a question about a transaction on your credit card statement, please use the “Contact Us” section of the Website to contact customer service.
SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
We want to make things as easy as possible for our Registered Users, so the Services permit you to sign in using passwords (“Passwords”). During the registration process for Registered Users, we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a Password, and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Services using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. If provided by TCN, we reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason. TCN will not be liable for any loss or damage caused by any unauthorized use of your account.
The Services contain material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of TCN (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of used and displayed on the website are registered and unregistered trademarks or service marks of TCN. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Texas Capital Network Trademarks, the “Trademarks”). Nothing on the website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the TCN Trademarks inures to our benefit.
Elements of the the Texas Capital Network’s services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
COMMUNICATIONS TO US; USER SUBMISSIONS; AND PUBLICITYAs noted above, although we encourage you to submit Posts and communicate with us and other Registered Users, we do not want you to, and you should not, submit any Opportunities, ideas, content, or other information that contains confidential information. With respect to all communications you send to us specifically concerning TCN or our Services, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.
You retain all copyrights and other intellectual property rights in and to anything you post to the Services, including text and photographs, and may request its deletion at any time, unless you have shared it with others and they have not deleted it, or it was copied or stored by other users. You do, however, grant us a non-exclusive, worldwide, royalty-free license, with the right to grant sublicenses, to use, copy, display, and perform all submissions you provide to us in any media now known or hereafter devised solely in connection with providing you the Services, and the right, but not the obligation, to use any such material, including, without limitation, your name, image, likeness, photograph, and Sign-In Name to advertise and promote the Services and/or TCN.
NO WARRANTIES/LIMITATION OF LIABILITYWE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE SERVICES, ANY OPPORTUNITIES, OR THE REGISTERED USERS. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICES FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE CONTENT AND THE SERVICES AT YOUR OWN RISK.WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES, THEIR SERVERS, OR THEIR CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE CONTENT OR THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.THE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE CONTENT OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE SERVICES. THE SERVICES MAY CONTAIN INFORMATION ON OPPORTUNITIES THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO AN OPPORTUNITY ON THE SERVICES DOES NOT IMPLY THAT SUCH OPPORTUNITY IS OR WILL BE AVAILABLE WHEN YOU WOULD LIKE TO PURSUE IT. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AT ANY TIME WITHOUT NOTICE.NO MATERIAL AVAILABLE THROUGH THE WEBSITE OR THE SERVICES SHALL BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OR SERVICES OF ANY ENTITY. INVESTMENT OFFERS CAN ONLY BE MADE WHERE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAW. NEITHER THE WEBSITE NOR THE SERVICE PROVIDES INVESTMENT OR OTHER ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH THE WEBSITE OR THE SERVICE IS TO BE RELIED UPON FOR THE PURPOSE OF MAKING OR COMMUNICATING INVESTMENT OR OTHER DECISIONS. WE DO NOT ADVISE ON THE TAX CONSEQUENCES OF ANY INVESTMENT. TO THE EXTENT THAT PAST PERFORMANCE IS AVAILABLE THROUGH THE WEBSITE OR THE SERVICE, PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, AND NO REPRESENTATION IS BEING MADE THAT ANY INVESTMENT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.
The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement (including, without limitation, breach of any warranties or representations made by you herein) or any of your Transactions or Opportunities or your access to, use, or misuse of the Content or the Services. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.
DIGITAL MILLENNIUM COPYRIGHT ACT
TCN respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
This Agreement is governed by the internal substantive laws of the State of Texas, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of Texas; and (ii) that the Service shall be deemed a passive one that does not give rise to personal jurisdiction over TCN, either specific or general, in jurisdictions other than Texas. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Confidentiality,” “Waiver and Release,” “Intellectual Property,” “Communications to Us; User Submissions; and Publicity,” “No Warranties/Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.
”Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.