Terms of Service | Handstamp

Terms of Service

Last Updated: January 3rd, 2023

Welcome to the Handstamp, Inc. website and online services. We empower people to plan, promote, host, attend, and enjoy live experiences. To do this, we provide an online information and communications services including, but not limited to, subscription services, appointment and messaging service, chat, ticketing, and any other services provided on any website (https://www.gethandstamp.com/), the Handstamp mobile application, or any other platforms or services we offer (collectively referred to as the "Services"). This Agreement applies to anyone who accesses or uses our Services, regardless of registration or subscription status.

We make the Services available to you in exchange for your agreement with both the Terms and Conditions below and our Privacy Policy (collectively the "Agreement"). Handstamp, Inc. is the manager and operator of the Services and may be referred to below as "Handstamp", "we", "us", or "our". Any person or entity accessing, using, or subscribing to part or all of the Services, either directly or indirectly is variously referred to as "you" or "your".

Please read the Agreement carefully since it is a legally binding agreement that includes information about your legal rights and responsibilities regarding the Services. By using the Services, you agree to the terms of this Agreement. By using this website, you signify that you accept this Agreement. If you do not accept this Agreement, you may not use or access the Services.

Also note that linked websites, software providers, payment processors, and other separate functionalities may be subject to additional or different user agreements. By using these other sources, you agree to accept the terms of service and other conditions that apply to these other companies and functionalities.

Our Services

The Services may be used to connect people wanting to plan events, promote events, and get tickets for events. We help you make event pages, sell tickets, upload content, send messages to others, and promote content. We do not host events, process payments, or provide content. The interactions you have with event hosts, attendees, or ticket providers will happen independently of our company. No promoter, payment processor, or party guest is an employee, agent, or other representative of ours. We do not perform any screening of people promoting or attending events in any way. We hope your experiences with the people you meet through our Services are meaningful and enjoyable. However, you understand and agree that we take no responsibility for your interactions or the behavior of anyone you meet through our Services. Should any interaction with someone through our Services not meet your needs or expectations, you should communicate with them directly, find outside assistance where applicable, or seek other connections.

Since we have no control over the events, the promoters, or any event attendee's actions, we are not responsible for your interactions. We do not endorse and are not responsible for any content, advertising, products, services, or other materials or information provided by anyone through our Services or at events promoted through our Services. Please use caution and your best judgment when visiting new venues, interacting with others, and arranging transportation to and from events. To the greatest extent allowed by law, we are not responsible for your use of, or reliance upon, any content, advertising, products, services, or other materials or information you receive through our Services.

Your Responsibilities

To create an account with Handstamp or use the Services, you must represent and warrant that you are at least eighteen years old, you may legally enter into a binding contract with us, you are not prohibited by law from using our Services, and that you are not on any list of individuals prohibited from conducting business in the United States, United Kingdom, or India. If you cannot meet these requirements at any time, you may not use our Services and must immediately delete your account. Handstamp may remove your access to our Services at any time and at our sole discretion.

By using the Services, you agree to follow this Agreement which includes checking these pages from time to time so you are aware of any changes. You agree to comply with all applicable laws when using our Services, including without limitation laws regarding criminal activity, privacy, publicity, intellectual property ownership, mass communication regulations, and intellectual property.

You also agree not to do any of the following:

  • Using another person's account information or pretending to be another person;
  • Using our messaging service for any purpose that violates this Agreement or other of our posted policies, the laws of an applicable nation, state, or local laws or relevant administrative agency policy or guideline;
  • Using the Services if we have previously disabled an account of yours for violating the Agreement, unless you have our written permission to create a new account;
  • Using the information on our Services for commercial purposes, such as advertising or selling other products or services other than the event promotion activities we permit;
  • Transmitting any information that is either illegal, unlawful, obscene, defamatory, predatory of minors, threatening, harassing, abusive, defamatory, misleading, fraudulent, or hateful to any person, protected group, or entity;
  • Using the Services in a way that is intended to harm, or a reasonable person would understand would likely result in harm, to the user or others;
  • Using any information that may infringe or otherwise violate the intellectual property, privacy, or publicity rights of others, including attempts to copy, modify, transmit, distribute, or create any derivative works from Handstamp or other users, or any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content, or proprietary information accessible through our Services without our prior written consent;
  • Falsely holding yourself out as a representative, agent, or other special relationship with Handstamp;
  • Collecting, copying, transmitting, or otherwise accessing information from the Services using automated means or otherwise reproducing any part of our Services or information about our users without prior written permission
  • Accessing any data you do not have permission to access;
  • Intentionally distributing any type of harmful computer code or do anything that could disable, overburden, or impair the working or appearance of the Services or related services, or disrupts or negatively affects the platform;
  • Developing applications that interact with or replicate the Services, testing or scanning the Services or any of our systems or networks;

All determination regarding violation of these requirements will be made completely at our sole discretion. We expressly reserve the right, again at our sole discretion, to terminate your access to the Services due to any act that would constitute a violation of these Terms and Conditions. Should there be any inconsistency between these Terms and Conditions and our Privacy Policy, these Terms and Conditions shall govern.

Website Information and Availability

We believe it is important to protect the information you provide to us. We have confidentiality policies limiting access to and use of your information. We have security measures to protect your information. For more information, please see our Privacy Policy. We ask that you also take your privacy seriously, and be sure to take basic precautions to keep your information safe. Please ensure your device and Internet connection are secure and, if you have an account with us, please do not share your access information with others and be sure to keep it confidential.

We will attempt to maintain the integrity and accuracy of the information of the Services. However, we make no guarantees as to the availability, correctness, completeness, or accuracy of any information on the Services. The Services may contain inaccuracies, errors, omissions, or statements of opinion by individuals that do not represent our views. We cannot guarantee that any of the content provided through our Services is accurate, up-to-date, or appropriate. There is also always a possibility that a third party has made unauthorized alterations, deletions, or additions to our content without our knowledge.

In consideration for use of our Services, you agree that we and other third parties may place advertisements on our Services. If you provide feedback to us in any form, you agree that we may use the feedback for any reason without compensating you and grant us all your right, title, and interest to such feedback.

The Services include hyperlinks to external websites with information about third party events, products, services, social media, and other content. We have no control over external websites and are not responsible for their availability, content, privacy practices, or security. As such, we do not endorse and are not responsible for any content, advertising, products, services, or other materials or information available from such external websites. We are not responsible for your use of, or reliance upon, any such materials or information on such external websites.

Should you believe that any information on our Services is inaccurate or has been altered without authorization, please contact us at hello@gethandstamp.com.

Content

While using our Services, you will have access to content that you post, that we post, and that others post. This may include, without limitation, text, images, audio, video, or other media. By posting any content on the Services, you represent and warrant that you own the content and grant us a license to use it. Specifically, you grant us a worldwide, perpetual, transferable, sub-licensable, non-exclusive, royalty-free right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, translate, modify, reformat, perform, incorporate into other works, advertise, distribute and otherwise make your content publicly available, including any information you authorize us to access from third-party sources such as social media, in whole or in part, and in any way and in any format or medium currently known or developed in the future.

You agree to provide accurate, current, and complete registration information to gain access to the Services. You further agree to use commercially reasonable efforts to maintain and promptly update your registration data and any event information posted to keep it accurate, current, and complete. You acknowledge and agree that if you provide information that is intentionally inaccurate, not current, or incomplete in a material way, or if we have reason to believe that such information is untrue, inaccurate, not current, or incomplete, we may suspend your account at our sole discretion.

You are solely responsible for the content posted through your account. You agree to indemnify, defend, release, and hold us harmless from any claims made from any person or entity based on your content, to the greatest extent allowed by law. You also represent and warrant to us that you own and can license to us all rights and licenses to this content that we require, and that you automatically grant us such a license to use your content. Again, your content must be legal and your own. Your content may not infringe on anyone else's privacy, intellectual property, or other rights. You may not display in your profile health, genetic, or financial information; social security or credit card numbers; or data disclosing criminal records. To the greatest extent possible, you agree not to provide information about your racial or ethnic origin, religious or philosophical beliefs, trade union membership status, or sex life or sexual orientation. When posting content, you understand that it may be viewed and shared by other people. You also understand and agree that we have the right, at our sole discretion, to remove, edit, limit, block, or otherwise restrict access to any of your content at any time.

As part of your ability to post information in our Services, you understand and agree that we may access, preserve, and disclose your account information and content upon the request of law enforcement, administrative, or judicial representatives of competent jurisdiction. We may also access, preserve, or disclose your account information or content if we believe, at our sole discretion, that doing so would help us comply with legal, judicial, or administrative requirements, internal processes, enforcement of our Agreement, respond to third-party claims, respond to your requests, improve our internal procedures or technology, or to protect the rights or interests of ourselves or another individual or entity.

Content that we or others place on the Services is not your content. This means you are not allowed to copy, edit, modify, or otherwise use this content except as we permit as consistent within the purpose of our Services. We presently allow users to share links to events through our Services and on other websites, post pictures of events, and chat about the events.

Unless stated otherwise, all content on our Services, including text, graphics, logos, trademarks, icons, photos, images, forms, audio, video, content, user interfaces, software, and other intellectual property is either our or our licensors’ property and is protected by United States and international laws. We allow you to view or download a single copy of the material on the website solely for your personal, noncommercial use. Any use of these materials, or of any materials contributed to the Services by others, on any other website or networked computer environment for any purpose is prohibited unless we specifically authorize otherwise in writing. In consideration for your compliance with the Agreement, we grant you a limited license to access and use the Services. This limited license does not include use of any of this intellectual property beyond what is needed to make use of the Services. We reserve any rights not expressly granted by this Agreement. Content and features are subject to change or termination without notice in our sole discretion.

We do not perform any background checks, identity verifications, consumer report research, or other research on the people or organizations. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, IDENTITY, INTENTIONS, LEGITIMACY, OR SAFETY OF OUR USERS. You agree and understand that you are solely responsible for your interactions with other users and your safety at event venues. We recommend being cautious and safe when interacting with new places and people.

Our Services may contain advertisements and promotions offered by promoters or third parties. They may include links to websites, social media accounts, payment portals, products, services, or other resources. We may also provide links or other referrals to third-party content in the Services. We are not responsible for this external content or its availability, nor for the actions of these third-party content sources or providers. We remind you that other terms of use than this Agreement may apply to your interactions with these third-party providers.

Purchases

When making a purchase through the Service, you may have the option to pay through a third-party payment provider such as Stripe. This third-party payment provider may charge you sales tax, value added tax, a platform fee, processing fees, or other such fees depending on where you live. By making a purchase you agree to pay the prices displayed by the tickets or other menu option selected as well as any sales or similar taxes and fees that may be imposed on your payments (and as may change from time to time). You understand that we reserve the right to charge fees to access any products or services through our Services at our sole discretion. You also agree that we shall have no liability to you or any third party if we exercise any such rights.

When making a purchase, you authorize the third-party payment provider to charge the payment method you provide, correct any billing errors or mistakes, and resolve any chargebacks or other payment reversals requested. You recognize that your payment terms are based on the agreement you have with your credit card issuer or other payment services provider as well as the payment processor. By using third-party payment providers and processors, you agree to their terms of service, privacy policies, and other agreements as they require.

Ticket sellers may update their registration and payment information using the Payouts tool. If a payment is not successfully processed, due to expiration, insufficient funds, or otherwise, you remain responsible for any uncollected amounts and authorize us to continue billing any payment method you provide, subject to your changes. You understand that this may change your payment billing dates, and that additional fees incurred by any such refusal may be passed to you.

ALL PURCHASES AND REDEMPTIONS OF TICKETS OR OTHER PRODUCTS OR SERVICES THROUGH OUR SERVICES ARE FINAL AND NON-REFUNDABLE TO THE GREATEST EXTENT ALLOWED BY LAW UNLESS SPECIFICALLY STATED OTHERWISE IN WRITING BY THE SPECIFIC EVENT. YOU ACKNOWLEDGE THAT HANDSTAMP IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON.

You understand that we may correct any billing errors or mistakes on your orders even if we have already requested or received payment. If you initiate a chargeback or otherwise reverse a payment, you understand that we may terminate your account immediately and at our sole discretion. Our customer services representative is available at hello@gethandstamp.com to help clarify any concerns.

Communications

We provide interactive online services to help you find, promote, RSVP for, and get tickets to events. These services may include, but are not limited to, email, text messaging services, and ticketing information. In consideration for access to our Website, you agree and accept that any of the following actions shall constitute a material breach of these Terms and Conditions:

Termination

You may delete your account at any time if you no longer wish to use our Services. Please understand that you will be responsible for cancelling or otherwise addressing any pending charges with your payment service providers and processors, and that we do not offer any refunds for payments already made.

We may suspend or terminate your account, without refund of pending Services, at our sole discretion. This may happen if you violate the Agreement, misuse our Services, take illegal or inappropriate actions that come to our attention, fail to pay for purchased Services, or in response to complaints by our other users, event promoters, or third-party service providers. Your account information may be preserved or deleted based on your actions and the policies outlined in the Services.

Relevant portions of the Agreement will continue to remain enforceable for your interactions with us following termination.

Changes to the Services

From time to time we may make changes to the Services or this Agreement (including any information and policies linked to this Agreement), make changes in the Services, or add new features at any time without notice. When we make material changes that modify how we use existing information about you, we will make efforts to notify you using the email address that you have provided to us. Any such change will become effective on the date we post the new Agreement on our Services and will apply to the greatest extent permitted by law. We encourage you to regularly check for updates to the Agreement and to review the Agreement in its entirety when there are updates.

YOU AGREE AND ACCEPT THAT YOUR ACCESS TO OR USE OF OUR SERVICES ON OR AFTER CHANGES TO THE AGREEMENT ARE POSTED TO OUR WEBSITE CONSTITUTES YOUR ACCEPTANCE OF THE AGREEMENT AS IT APPEARS AT THE TIME OF YOUR ACCESS TO OR USE OF THE WEBSITE.

Use by Minors Prohibited

It is our policy that only those eighteen and older and representatives of minors may access and use the Services.

Disclaimers, Indemnification, and Limitation of Liability

THE SERVICES AND ALL CONTENT, INFORMATION, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVIALABLE TO YOU BY HANDSTAMP ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL FAULTS. NEITHER WE NOR ANY OTHER PERSON OR ENTITY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH OUR SERVICES (INCLUDING HYPERLINKED WEBSITES). TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE MAKE NO GUARANTEES THAT OUR WEBSITE, THE SERVICES PROVIDED THROUGH OUR WEBSITE, OR THE CONTENT AVAILABLE ON OUR SERVICES WILL ALWAYS BE SAFE, SECURE, ERROR-FREE, OR AVAILABLE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF OUR SERVICES IS ACCESSED AT YOUR SOLE RISK. HANDSTAMP IS NOT RESPONSIBLE FOR ANY UNWANTED COMMUNICATIONS OR DAMAGE TO YOUR COMPUTER OR PHONE HARDWARE, COMPUTER SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, BUT WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, HACKING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER DISRUPTION OR MALFUNCTION.

NO ORAL OR WRITTEN INFORMATION OR ADVICE FROM THE SERVICES OR GIVEN BY US OR ANY OTHER PERSON OR ENTITY (INCLUDING, WITHOUT LIMITATION, OUR EMPLOYEES AND REPRESENTATIVES) SHALL CREATE A WARRANTY NOR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. YOUR USE OF THE SERVICES IS VOLUNTARY, AND AT YOUR OWN RISK. ANY REFERENCES TO SPECIFIC PRODUCTS OR SERVICES ON OUR WEBSITE DO NOT CONSTITUTE OR IMPLY A RECOMMENDATION OR ENDORSEMENT OF SUCH PRODUCTS OR SERVICES BY US UNLESS SPECIFICALLY STATED OTHERWISE.

You are responsible for backing up your data on your computer hard drives so that you can reconstruct any lost data.

Indemnification
You agree, to the greatest extent allowed by law, to indemnify, defend, and hold harmless Handstamp, Inc., our affiliates, officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney's fees, due to, arising out of, or relating in any way to your access to or use of our Services, the content you provide to or view from our Services, your interactions with other users and event locations, or your breach of the Agreement.

Limitation of Liability
UNDER NO CIRCUMSTANCES WHATSOEVER SHALL WE (Handstamp, Inc.) OR ANY OF OUR SPONSORS, MEMBERS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, CONTRACTORS, AGENTS, CONTENT PROVIDERS, REPRESENTATIVES, DIRECTORS, SHAREHOLDERS, SUCCESSORS, ASSIGNS, OR ANY OTHER RELATED PERSONS OR ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, RELATED PRODUCTS OR SERVICES INCLUDING OUR WEBSITE, CONTENT CONTAINED WITHIN THE WEBSITE, OR ANY HYPERLINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SERVICES, RELATED PRODUCTS OR SERVICES, OR HYPERLINKED WEBSITES IS TO STOP USING OUR OR THE OTHER SERVICES.

CERTAIN STATE OR NATIONAL LAWS DO NOT ALLOW SUCH DISCLAIMER OR LIMITATION OF WARRANTIES, LIMITATIONS OF LIABILITY, OR THE EXCLUSION FROM LIABILITY. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

DMCA Takedown Policy

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 have a good faith belief that any information or materials appearing on our Services infringe your copyright, you (or your agent) may send us a notice requesting removal of the information, or that access to the information be blocked.

Should you have a good faith belief 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 must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office website.

In accordance with the DMCA, we have designated an agent to receive notification of alleged copyright infringement in accordance with the DMCA. Any written Notification of Claimed Infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to our designated agent as follows:
Agent: Compliance Department
Address: Handstamp, Inc.
ATTN: Legal Department
4817 Warrington Ave. Philadelphia, PA, 19143-3413
Phone: 561-510-0119
Email: hello@gethandstamp.com
(This contact information is for copyright-related complaints only. No solicitations.)

Please note: If you materially misrepresent that online material, product, or activity is infringing your copyrights, you may be liable for damages (including court costs and attorneys' fees) and could be subject to criminal prosecution for perjury. We suggest that you consult your legal advisor before filing a notice or counter-notice.

Choice of Law

For any claim, cause of action, or dispute you have against us that arises out of or relates to the Agreement or our Services for residents or persons within the United States of America, you agree that it will be resolved exclusively in the U.S. District Court for the Eastern District of Pennsylvania or a state court located in Philadelphia County, Pennsylvania. You also agree to submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim, and that the laws of the State of Pennsylvania will govern these Terms and any claim, without regard to conflict of law provisions. Should any version of the Uniform Computer Information Transactions Act be enacted as part of Pennsylvania law, the statute shall not govern any aspect of this Agreement.

For any claim, cause of action, or dispute you have against us that arises out of or relates to the Agreement or our Services for residents of the United Kingdom or European Union, you may bring claims in your country of residence as provided by local law. including for users residing in the EU, EEA, UK or Switzerland, who may bring claims in their country of residence in accordance with applicable law, and e

Other Terms

No Assignment
Your right to use and access the Services is personal and specific to you. You may not assign or transfer that right to any third party. We reserve the right to assign and transfer user information to a successor-in-interest or new owner if or when we, or a service we provide, are acquired in whole or in part by or merged with another entity or organization.

Invalidity of a Term
If any of these conditions are deemed invalid, void, or for any reason unenforceable, that condition shall be deemed removed from this Agreement and shall not affect the validity and enforceability of any remaining conditions. The remainder of the Agreement will be interpreted to include the provision to the greatest extent permitted by law.

Linking to this Website
We only consent to links to our Services where the hyperlink and the pages that are activated by the link do not: (a) create frames around any page on our website or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with us; (c) imply that we approves or endorses you, your website, or your service or product offerings; or (d) present false or misleading impressions about us or otherwise damage the goodwill associated with our name or trademarks. As a further condition to being permitted to link to this site, you agree that we may at any time, in our sole discretion, terminate permission to link to our Services. In such event, you agree to immediately remove all links to our Services and to cease any related use of our intellectual property.

Reservation of Rights
We reserve all rights not expressly granted to you.

Entire Agreement
These Terms of Use, along with our Privacy Policy, contain the entire agreement between you and Handstamp regarding the use of our Services. The Terms supersede all previous agreements, representations, and arrangements between us, whether written or oral. If any provision of the Agreement is held invalid, illegal, or otherwise unenforceable, the remainder of the Agreement shall continue in full force and effect.

No Waiver
Any failure by us to exercise or enforce any right or provision of Agreement shall not constitute a waiver of such right or provision.

Translation
This Agreement was written in English. It was then translated into other languages. If there is any inconsistency between the English version and a translated version, the English language version controls.

Notice
Except as otherwise stated in this Agreement or as expressly required by law, any notice to us shall be given by certified postal mail to Handstamp, Inc., ATTN: Legal Department, 4817 Warrington Ave., Philadelphia, PA, 19143-3413, or by email to hello@gethandstamp.com. Any notice to you shall be given to the most current email address in your account.

No Agency
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship between you and Handstamp is intended or created by this Agreement. You may not enter into an agreement on Handstamp's behalf or hold yourself out to be able to take any action or make any representation on Handstamp's behalf.

Severance
If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, the court shall give effect to the parties' intentions as reflected in the provision to the greatest extent permitted by law. All other provisions of this Agreement shall remain in full force and effect.

No Assignment
This Agreement is not assignable, transferable, or sublicensable by you except with our prior written consent. You agree that we may assign or transfer this Agreement to our corporate parent or any affiliate or subsidiary, or in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of our assets, or similar transaction.