Terms & Conditions
Thank you for joining! This Agreement (hereinafter referred to as “Agreement”) is made and effective this day by and between Ashley Fierro (“Ashley Fierro”) and between the individual executing this electronic agreement (“Customer”).
Ashley Fierro is the owner of all aspects of The Products which includes, but is not limited to, Website content, videos, audio, and worksheets. The Product contains valuable, confidential, trade secret information owned by Ashley Fierro.
Terms and Conditions of Use – PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF THE ASHLEY FIERRO WEBSITE AND OUR FEE-BASED PRODUCTS AND OFFERINGS CAREFULLY.
People with certain conditions may not participate in the Programs. These include, but are not limited to people who are under 18 years of age.
You agree that you are voluntarily participating in the aforementioned activities and using without limitation, any loss or theft of any personal property, including injuries or damage resulting from the negligence of Ashley Fierro or any of its affiliates, employees, agents, representative, successors, and assigns. You hereby agree to indemnify and hold harmless Ashley Fierro from any loss, liability, damage, or cost Ashley Fierro may incur due to your participation. You further expressly agree that the foregoing release, waiver, and indemnity agreement is intended to be as broad and inclusive as permitted by the law in the State of California and that if any portion thereof is held invalid, it is agreed that the balance shall, not withstanding, continue in full legal force and effect.
By using our Website and/or one of our online fee-based products or offerings (collectively, our “Fee-Based Products”), you agree to the terms and conditions set forth in this Service Agreement (this “Agreement”). We reserve the right, in our sole discretion, to change, modify, add or remove provisions of this Agreement at any time. You should check this Agreement periodically for changes. By using this Website or our Fee-Based Products after we post any changes to this Agreement or otherwise notify you of such changes, you agree to accept those changes, whether or not you have reviewed them. If you do not agree to this Agreement, you should not use our Website and/or our Fee-Based Products and you should arrange to cancel your registration or subscription with us, as applicable.
1. Scope of Agreement
Unless we indicate otherwise, this Agreement applies to your use of the websites, videos, and materials which are owned or operated by Ashley Fierro. (“Ashley Fierro,” “we,” “us,” or “our”) and our affiliates including, without limitation, this website, videos, and materials and any other website that we may own or operate currently or in the future (collectively, our “Website”), and all of the Fee-Based Products that we may offer currently or in the future. For purposes of this Agreement, “affiliates” shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with Ashley Fierro.
2. Your Use of this Website, Videos, Materials, and Our Fee-Based Products
Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access, use and display this Website and the material provided hereon, and the Fee-Based Products that you subscribed or participate in, for your personal, noncommercial use, provided that you comply fully with the provisions of this Agreement. You agree not to assign, transfer or sublicense your rights as a registered user of, enrolee, or subscriber to, this Website and/or our Fee-Based Products. You understand that only you may use your user account and password, copy written materials and that your subscription or enrollment to our Fee-Based Products is only valid for your personal, noncommercial use and may not be shared with others. You agree to be financially responsible for all usage or activity of Fee-Based Products subscribed to by you.
By using this Website and/or our Fee-Based Products, you agree to be legally bound and to abide by this Agreement, just as if you had signed this Agreement. If you do not comply with this Agreement at any time, we reserve the right to cancel or terminate your password, user account, on-going receipt of emailed materials and/or access to this Website (or any part thereof) and/or our Fee-Based Products. In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Website or our Fee-Based Products, including, but not limited to, (i) restricting the time the Website and/or a Fee-Based Product is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user’s right to use the Website and/or any of our Fee-Based Products. You agree that any termination or cancellation of your access to, or use of, the Website and/or our Fee-Based Products may be effected without prior notice. If you do not abide by the terms of this Agreement, except as we may otherwise provide from time to time, you agree that we may immediately deactivate or delete your user account and all related information and/or files in your user account and/or bar any further access to such information and/or files, our Website (or part thereof) and/or our Fee-Based Products. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Website and/or our Fee-Based Products.
From time to time, we may supplement this Agreement with additional terms and conditions pertaining to specific content, activities or events (“Additional Terms”). Such Additional Terms may be placed on the Website to be viewed in connection with the specific content, activities, features or events and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into this Agreement.
3. Charges and Fees for Fee-Based Products
Certain portions, components, content and features of this Website are only available to individuals who purchase a subscription or access to one of our Fee-Based Products. As a subscriber to one of our Fee-Based Products, you agree as follows:
A. You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), the fixed and periodic charges and fees set forth on this Website, applicable taxes, and other charges and fees incurred in order to access our Fee-Based Products. We reserve the right to increase charges and fees, or to institute new charges or fees at any time, upon reasonable advance notice communicated to you through a posting on this Website or such other means as we may deem appropriate from time to time (including electronic mail or conventional mail). In the event we cannot charge your account, we reserve the right to terminate your access to our Fee-Based Products
Rescheduled sessions must be requested 48 hours before original appointment time. Best efforts will be made to reschedule, but it’s not guaranteed. If you do not participate in your scheduled session, that session will not be rescheduled. If you’re late for a Private Session, you lose that time. If you don’t show, there will be no refund for that element of the offering. In turn, I promise to honor our appointments and be on time as well.
Mentorship programs are not refundable.
B. In addition to the fees and charges set forth above, you are responsible for all charges and fees associated with connecting to our Website and our Fee-Based Products, including without limitation all telephone access lines (including long-distance charges, when applicable), internet service provider fees, telephone and computer equipment, sales taxes and any other fees and charges necessary to access our Fee-Based Products.
C. For purposes of your use of our Fee-Based Products including identification and billing, you agree to provide us with true, accurate and complete information as required by the subscription or sign up process to our Fee-Based Products, including your legal name, address, telephone number, email address and applicable billing information (e.g., credit card number and expiration date), and to allow us to share your Subscription Data with third parties only for the purpose of verifying the information you provide and billing your credit card or otherwise charging your account. You agree to maintain and promptly update the Subscription Data and any other information you provide to us to keep it accurate. Without limiting any other provision of this Agreement, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account or subscription and refuse any and all current or future use by you of our Website (or any portion thereof) or any of our Fee-Based Products. You agree not to register or subscribe for more than one account, create an account on behalf of someone else, or create a false or misleading identity on this Website.
If your registration or subscription is revoked for any reason, you agree not to register or subscribe again with our Website using another user name or through any other means. If we have reason to suspect, in our sole discretion, that your account has previously been terminated, we reserve the right to terminate any new accounts you have registered without any notice to you, or to exercise any other remedies available to us under this Subscription Agreement or by law.
D. You are entirely responsible for informing Ashley Fierro if you are not receiving the outlined information from any of the Fee-Based Products. You must notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else’s password or credit card information. In the event of a breach of security by you, you will remain liable for any unauthorized use of your subscription until you update your data. You are entirely responsible for any and all activities which occur under your user account or via your email address.
4. Guarantee, Cancellations and Refunds
The VIP Membership may not be cancelled part way through the program. Once purchased, the program is non-transferable and non-refundable. Please email Ashley directly at Ashley@ashleyfierro.com if you have further questions.
Ashley Fierro may terminate or cancel your subscription to our Fee-Based Products at any time should any of the Term and Conditions be breached.
5. Availability of Fee-Based Products
The availability and use of our Fee-Based Products may be limited based on demographic, geographic, health or other criteria as we may establish from time to time. You understand and agree we may disallow you from subscribing to our Fee-Based Products or may terminate your subscription to our Fee-Based Products at any time based on these criteria.
6. Privacy and Security
We are committed to protecting your privacy and security. For more information, you should review our Privacy Policy which is posted on our web site.
We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.
7. Health Disclaimer
This Website and our Fee-Based Products provide information regarding makeup and the business of makeup services and information applications and content published over the Internet and are intended only to assist users in their personal efforts. All State Board of Cosmetology or any other governing body requirements as it pertains to makeup, esthetics and cosmetology in your state must be adhered to. Ashley Fierro is not a medical organizations and our staff cannot give you medical advice or diagnosis. Nothing contained in this Website should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment. Also, Ashley Fierro is not a licensed attorney and none of her information may be construed as legal advice. All information you decide to take from Ashley Fierro’s Fee- Based Product and incorporate into your business should be reviewed by a licensed attorney in your state familiar with the laws of cosmetology and business.
8. Automatically Become a Registered User
As a subscriber to one of our Fee-Based Products, you automatically become a registered user of this Website, which provides you with access to certain products, offerings, features, or resources of our Website such as the ability to post messages on one of our Community Areas (such feature is not available to those who are not registered users). You will remain a registered user of our Website unless you specifically request otherwise.
9. Restrictions on Use of Materials
You acknowledge that this Website contains information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, product suggestions, notes, drawings, articles and other materials (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and we own a copyright in the selection, coordination, arrangement and enhancement of such Content. All trademarks appearing on this Website are trademarks of their respective owners. Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on this Website. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your computer, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.
10. Community Standards and Conduct Guidelines
You acknowledge that all Content and all information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials posted, emailed, or otherwise transmitted to or on this Website, whether posted at our request or voluntarily, and whether publicly posted or privately transmitted (collectively, the “Postings”), are the sole responsibility of the person who made such Postings. This means that you are entirely responsible for all Postings that you post, email or otherwise transmit to this Website. We do not control the Postings posted, emailed or otherwise transmitted on our Website by others and, as such, we do not guarantee the accuracy, integrity or quality of such Postings. Although we have adopted community standards and conduct guidelines for the users of our Website, you understand that by using this Website, you may be exposed to Postings that are offensive or objectionable. Under no circumstances will we be liable in any way for any Postings (other than for Content developed by us or our affiliates), including, but not limited to, for any errors or omissions in any Postings, or for any loss or damage of any kind incurred as a result of the use of any Postings posted, emailed or otherwise transmitted to or through this Website.
You agree not to use this Website (including any Community Areas) to:
Upload, post, email or otherwise transmit any Postings or other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar;
Harm minors in any way, or solicit or otherwise attempt to gain any information from a minor;
Impersonate any person or entity, including, but not limited to, any user of this Website, a director, officer, employee, shareholder, agent or representative of Ashley Fierro or our affiliates, or any other person or entity, or falsely state or otherwise misrepresent your affiliation with Ashley Fierro, our affiliates or any other person or entity;
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings or other materials transmitted to or through this Website;
Upload, post, email or otherwise transmit any Postings or other materials that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
Upload, post, email or otherwise transmit any Postings or other materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party;
Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose;
Upload, post, email or otherwise transmit any Postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of a Community Area (or other portion of this Website) are able to type, or otherwise act in a manner that negatively affects or otherwise diminishes the quality of another user’s experience of this Website ;
Interfere with or disrupt this Website or servers or networks connected to this Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law;
“Stalk” or otherwise harass another user or employee of this Website; or
Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users of the Website, including user names or passwords;
Access or attempt to access another user’s account without his or her consent.
Your privilege to use this Website and content (including the Community Areas) and contribute to discussions on the Community Areas depends on your compliance with the community standards and conduct guidelines set forth above. We may revoke your privileges to use all or a portion of this Website and/or take any other appropriate measures to enforce these community standards and conduct guidelines if violations are brought to our attention. Further, if you fail to adhere to our community standards and conduct guidelines, or any part of this Subscription or one time purchase of a Fee-Base Product Agreement, we may terminate, in our sole discretion, your use of, or participation in, any Community Area.
Except as may otherwise be provided in our Privacy Policy, all Community Area communications, including, but not limited to, chat, message board, blog, groups, and profile communications, are public and not private communications. We reserve the right to monitor some, all, or no areas of this Website (including any Community Area) for adherence to the community standards and conduct guidelines set forth above or for any other purpose. You acknowledge that by providing you with the ability to distribute Postings in the Community Areas, we are acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any Postings or activities in any Community Area, nor do we endorse any such Postings. Although we reserve the right to remove, without notice, any Community Area posting for any reason, we have no obligation to review Content prior to the Content’s posting or to delete Postings that you may find objectionable or offensive. We are not responsible for maintaining a copy of any material we remove from our Website, and we are not liable for any loss you incur in the event that Content you post or transmit to our Website is removed.
11. Submissions
Only under a separate agreement, will anything you send, email, post or otherwise transmit to us or this Website any Content (collectively, the “Submissions”) be used, licensed, reproduced, or published. Content that you submit to will not be used without your express, written permission.
12. Referral Program
From time-to-time, a referral program will be available and Program rules will be available at that time.
13. Links
This Agreement applies only to this Website, and not to the websites of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website’s administrator or webmaster.
14. Third Party Products and Services
You may order services, merchandise or other products through our Website from other parties (collectively, the “Third Party Sellers”). All matters concerning the services, merchandise and other products desired from the Third Party Sellers, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Third Party Sellers. We make no warranties or representations whatsoever with regard to any services, merchandise and other products provided by the Third Party Sellers. You will not consider us (and we will not be construed as) a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transactions.
15. Copyright Complaints
We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our sole discretion, terminate the rights of any user to use our Website (or any part thereof) who infringes the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact us and include the following information:
a) a physical or electronic signature of the owner of the copyright or a person authorized to act on behalf of the owner;
b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this website are covered by a single notification, a representative list of such works);
c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on our Website;
d) your name, mailing address, telephone number and email address;
e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
f) a statement by you that the information in your notification is accurate, and that you attest under penalty of perjury, that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices with respect to this website should be sent to our designated agent for notice of claims of copyright infringement: Ashley Fierro, 3095 State Street, Suite A, Carlsbad, CA 92008.
16. Disclaimers of Warranties
PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:
THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) ON THIS WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT.
NEITHER ASHLEY FIERRO, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THIS WEBSITE OR ANY FUNCTION CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY PRODUCT, OFFERING, CONTENT AND MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS).
ASHLEY FIERRO, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) IN THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THIS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
17. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS); (B) THE USE OF ANY CONTENT OR OTHER MATERIAL (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS) ON THIS WEBSITE OR ANY WEBSITE OR WEBSITES LINKED TO THIS WEBSITE, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS); (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR WEBSITE (INCLUDING, WITHOUT LIMITATION, THE FEE-BASED PRODUCTS); OR (F) ANY OTHER MATTER RELATING TO THIS WEBSITE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS WEBSITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR WEBSITE, OR WITH ANY OF PROVISION OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THIS WEBSITE.
IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
18. Indemnification
You agree to indemnify, hold harmless and, at our option, defend us and our affiliates, and our and their officers, directors, employees, stockholders, agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees and expenses) arising from your improper use of this Website or our products or offerings (including, without limitation, the Fee-Based Products), your violation of this Agreement, or your infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity.
19. Governing Law and Choice of Forum
This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of this Website (including, without limitation, the Fee-Based Products) or this Agreement shall be filed only in the state or federal courts located in San Diego County in the State of California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
20. Miscellaneous Terms
In any action against us arising from the use of this Website (including, without limitation, the Fee-Based Products), the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney’s fees.
If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This Agreement, together with the Terms & Conditions (if applicable), are the entire agreement between you and us relating to the subject matter herein. In the event of any conflict between this Agreement and the Terms & Conditions this Agreement shall control. This Agreement may be modified only by our posting of changes to this Agreement on this Website, or by written agreement of both parties. Each time you access this Website, you will be deemed to have accepted any such changes.
We may assign our rights and obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
Whew – thank you!