Website Terms of Use

Welcome! These Website Terms of Use (this "Agreement") describes the terms and conditions by which you may access and/or use this website, https://www.krateosky.com, including any and all successor URL(s) and any and all content, functionality offered on or through this website and/or such successor URL(s) (collectively, the "Site") made available by KrateoSky LLC (including its successors and assigns, "KrateoSky," "we," "our," or "us").

BY ACCESSING OR USING THE SITE, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, AND (2) YOU REPRESENT AND WARRANT THAT YOU ARE NOT PROHIBITED BY LAW FROM ACCESSING OR USING THE SITE IN YOUR JURISDICTION. THESE TERMS AND CONDITIONS CONTAIN, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER. PLEASE READ THE "ARBITRATION" SECTION BELOW FOR ADDITIONAL INFORMATION.

Acknowledgment

This Agreement applies to all visitors and others who access the Site (collectively, "Users," and, as applicable to you, "you" or "your"). This Agreement sets out the rights and obligations of all Users regarding the use of the Site. Your access to and use of the Site is conditioned on your acceptance of and compliance with this Agreement.

By accessing or using the Site you agree to be bound by this Agreement. If you disagree with any part of this Agreement then you may not access the Site.

You represent that you are over the age of 18. KrateoSky does not permit those under 18 to use the Site. If you are under 18, you may use the Site only with permission of a parent or guardian. The Company does not knowingly collect, either online or offline, personal information from persons under the age of thirteen.

Your access to and use of the Site is also conditioned on your acceptance of and compliance with our Privacy Policy. The Privacy Policy is incorporated by reference into this Agreement, and your agreement to be bound by this Agreement means you are also bound by the Privacy Policy. Our Privacy Policy describes our policies and procedures on the collection, use and disclosure of your personal information when you use the Site and tells you about your privacy rights and how the law protects you. Please read our Privacy Policy carefully before using our Site.

Site Administration

A. Eligibility

This is a contract between you and KrateoSky. You must read and agree to the terms of this Agreement before using the Site. If you do not agree, you may not access or use the Site. You may use the Site only if you can form a binding contract with KrateoSky, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations ("Applicable Law"). The Site is not available to any Users previously removed from the Site by KrateoSky.

B. Access to the Site

Subject to your compliance with the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Site for your personal, noncommercial use only, strictly as permitted by the features of the Site. KrateoSky reserves all rights not expressly granted herein in and to each of the Site and the Intellectual Property (as defined below). KrateoSky may terminate the license granted in this Section at any time, for any reason or no reason.

C. Changes, Suspension, and Termination

We may, with or without prior notice, change the Site; stop providing the Site or features of the Site, to you or to Users generally; or create usage limits for the Site. We may, with or without prior notice, permanently terminate or temporarily suspend your access to the Site without liability, for any or no reason, including if, in our sole determination, you violate any provision of this Agreement. Upon its termination for any reason or no reason, you continue to be bound by this Agreement.

D. U.S. Site

The Site is controlled and operated from facilities in the United States. KrateoSky makes no representations that the Site is appropriate or available for access or use in other locations. Users who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site if you are a resident of a country embargoed by the United States or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.

E. Restrictions

Except to the extent a restriction is prohibited by Applicable Law, you will not engage or attempt to engage in, and will not assist, permit, or enable any third party to engage in, any of the following:

1. disassembling, reverse engineering, decoding, or decompiling any part of the Site;
2. copying, distributing, or disclosing any part of the Site in any medium, including, without limitation, by any automated or non-automated "scraping";
3. using any automated means, including, without limitation, "robots," "spiders," and "offline readers," to access the Site in a manner that sends more request messages to the servers running the Site than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that KrateoSky grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Site for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of, but not caches or archives of, such materials, and only as specified in the applicable robots.txt file);
4. using any content available on or via the Site (including any caption information, keywords, or other metadata) for any machine learning and/or artificial intelligence training or development purposes, or for any technologies designed or intended for the identification of natural persons;
5. transmitting spam, chain letters, or other unsolicited email;
6. interfering with, compromising the system integrity or security of, or deciphering any transmissions to or from the servers running the Site;
7. taking any action that imposes, or may impose (as determined by us, in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
8. uploading invalid data, viruses, worms, or other software agents through the Site;
9. collecting or harvesting any personal information from the Site;
10. using the Site for any commercial solicitation purposes;
11. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding your identity;
12. interfering with the proper working of the Site;
13. accessing any content available on or via the Site through any technology or means other than those provided on the Site or otherwise authorized by us; or
14. bypassing the measures we may use to prevent or restrict access to the Site, including, without limitation, features that prevent or restrict use or copying of any content or that enforce limitations on use of the Site or the content available thereby.

Intellectual Property

A. Our Intellectual Property

The Site and its original content, features and functionality are and will remain the exclusive property of KrateoSky and its licensors.

The Site is protected by copyright, trademark, and other laws of both the United States and applicable foreign countries.

KrateoSky's name, logo and trade dress, and all related names, logos, product and service names, designs, and slogans are trademarks of KrateoSky or its affiliates or licensors. You must not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify such marks without the prior written permission of KrateoSky. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.

All content included as part of the Site, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site (collectively, "Site Content"), is the property of KrateoSky or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. The copying, redistribution, use or publication by you of any such Site Content or any part of the Site, except as allowed by this Agreement, is strictly prohibited. You do not acquire ownership rights to any Site Content or other materials viewed through the Site.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Site Content, in whole or in part, found on the Site. Our Site Content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected Site Content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any Site Content. You will use Site Content solely for your personal use, and will make no other use of the Site Content without the express written permission of KrateoSky. You agree that you do not acquire any ownership rights in any Site Content. We do not grant you any licenses, express or implied, to the intellectual property of KrateoSky or our licensors except as expressly authorized by this Agreement.

B. Usage Data

We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, "Usage Data"). All Usage Data is and will be owned solely and exclusively by us, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights (including Intellectual Property Rights), title, and interest in and to same. Accordingly, we may use, maintain, and/or process the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (i) to provide and maintain the Site; (ii) to improve our products and services, and to develop new products, services, and/or features; (iii) to monitor your usage of the Site; (iv) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (v) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form.

C. Feedback

To the extent you provide us any suggestions, recommendations, or other feedback relating to the Site or to any other KrateoSky products or services (collectively, "Feedback"), you hereby assign to us all rights (including intellectual property rights), title, and interest in and to the Feedback. Accordingly, we are free to use the Feedback and any ideas, know-how, concepts, techniques, and/or other intellectual property contained in the Feedback, without providing any attribution or compensation to you or to any third party, for any purpose whatsoever, although we are not required to use any Feedback. You acknowledge that, by acceptance of your submission of Feedback, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

Security

We care about the integrity and security of your personal information and other data. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or to use your data for improper purposes. You acknowledge that you provide your data at your own risk.

Third-Party Links and Information

THE SITE MAY CONTAIN LINKS TO THIRD-PARTY SITES, MATERIALS, AND/OR SERVICES (COLLECTIVELY, "THIRD-PARTY SERVICES") THAT ARE NOT OWNED OR CONTROLLED BY US. IF YOU USE A THIRD-PARTY SERVICE IN CONNECTION WITH THE SITE, YOU ARE SUBJECT TO AND AGREE TO, AND MUST COMPLY WITH, THE APPLICABLE THIRD PARTY'S TERMS AND CONDITIONS MADE AVAILABLE VIA, OR AGREED IN CONNECTION WITH, ITS SERVICES. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. IF YOU ACCESS AND/OR USE A THIRD-PARTY SERVICE FROM THE SITE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THIS AGREEMENT AND OUR PRIVACY NOTICE DO NOT APPLY TO YOUR USE OF SUCH THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE.

Indemnification

You agree to indemnify, defend and hold harmless KrateoSky and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers, attorneys, advertisers, products and service providers, and affiliates (collectively, "Affiliated Parties") harmless from and against any and all damage, liability, loss, claim, fine, penalty, cost and expense, including reasonable attorney's fees and expenses (including any incurred in enforcement of this indemnity) arising in any way from or in connection with (i) your use or misuse of, or inability to use, the Site or any goods and services available or purchased on or through the Site; (ii) any violation by you of this Agreement, our Privacy Policy or any other policy posted on the Site applicable to your use of the Site; (iii) any violation of the rights of a third party; or (iv) any violation of any Applicable Laws, rules or regulations. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.

No Warranty

THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR ACCESS TO AND/OR USE OF THE SITE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, THE INTELLECTUAL PROPERTY, AND ANY OTHER INFORMATION AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KRATEOSKY DOES NOT WARRANT THAT ANY CONTENT OR ANY OTHER INFORMATION CONTAINED IN, OR AVAILABLE VIA, THE SITE IS ACCURATE, COMPREHENSIVE, RELIABLE, USEFUL, OR CORRECT; THAT THE SITE WILL MEET YOUR REQUIREMENTS; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED; OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS SO OBTAINED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM(S) OR MOBILE DEVICES AND/OR FOR LOSS OF DATA THAT RESULTS FROM THE SAME OR FROM YOUR ACCESS TO AND/OR USE OF THE SITE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW.

FURTHER, KRATEOSKY DOES NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SITE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR SITE, AND KRATEOSKY WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

UNITED STATES FEDERAL LAW AND SOME STATES, PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF AND/OR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND/OR LIMITATIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, OUR AND OUR AFFILIATED PARTIES' COLLECTIVE AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF (A) THE AGGREGATE OF ALL AMOUNTS PAID BY YOU TO KRATEOSKY DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) $100, AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY, AS SUCH TERM IS DEFINED BELOW. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL WE OR ANY AFFILIATED PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR RELATED TO THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE, THE SITE, ANY SITE CONTENT OR OTHER MATERIALS, OR ANY THIRD PARTY SITES OR PRODUCTS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THIS AGREEMENT.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

The negation and limitation of damages set forth above are fundamental elements of the basis of the bargain between us and You. The Site and the Site Content presented would not be provided without such limitations. If you are dissatisfied with any portion of the Site, or with any of the terms of this Agreement, your sole and exclusive remedy is to discontinue using the Site.

Governing Law, Arbitration, and Class Action/Jury Trial Waiver

A. Governing Law

This Agreement will be governed by, and construed in accordance with, the laws in effect in the State of Texas, and applicable federal law, without regard to its conflicts of law principles. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) (a "Dispute") between you and us or our successors or assigns shall exclusively be settled through binding and confidential arbitration, unless earlier resolved in accordance with Section (B), below.

B. Pre-Arbitration Dispute Resolution

In the event of any Dispute arising between you and us, one party must first send a written notice of the Dispute to the other party by email with a delivery receipt requested ("Notice"). Our email address for Notice is contact@krateosky.com. The Notice must describe the nature and basis of the Dispute, and set forth the specific relief sought (the "Demand"). The parties shall first meet and confer by such method as the parties may mutually agree, to attempt to resolve the Dispute. The parties shall work together in good faith to attempt to resolve the Dispute directly for thirty (30) days after the Notice is received, or such further period as the parties may mutually agree. In the event that the Dispute is not resolved by the end of such thirty (30) day (or longer) period, then either party may commence arbitration, as further described below.

C. Arbitration

If the parties are unable to resolve a Dispute through the good faith negotiation procedure set forth in Section (B), above, then we both agree that such Dispute will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate Disputes includes all claims arising out of or in any way related to this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of when a claim arises. YOU UNDERSTAND AND AGREE THAT, BY AGREEING TO THIS AGREEMENT, YOU AND KRATEOSKY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

D. Exceptions

Notwithstanding Section (C) above, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (ii) file suit on an individual basis in small claims court for applicable claims.

E. Arbitration Process

Unless otherwise agreed upon by the parties in writing, the arbitration will be conducted before one arbitrator in Dallas, Texas or by video conference (at the claimant's election), and will be governed by National Arbitration and Mediation's ("NAM") Comprehensive Dispute Resolution Rules and Procedures (the "NAM Rules"), as may be modified by these Terms and Conditions. The NAM Rules and filing forms are available online at www.namadr.com, by calling NAM at 1-800-358-2550, or by contacting us. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

F. Fees

If you commence arbitration in accordance with this Section 10, you will pay the Initial Administrative Fee in accordance with NAM's then-applicable fee schedule. If the claim is for $15,000 or less, you agree that the arbitration will be conducted solely on the basis of documents submitted to the arbitrator. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the NAM Rules. In that case, You agree to reimburse us for all monies We previously paid to NAM pursuant to the NAM Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except as may be required by law or to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from you or us, which is made within 14 days of the arbitrator's ruling on the merits. In addition, the arbitrator may award any individual relief or individual remedies that are permitted by Applicable Law.

G. No Class Actions

To the fullest extent permitted by Applicable Law, you and we agree that ANY CLAIMS BROUGHT BY YOU AGAINST US MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.

H. Enforceability

In the event that the class action waiver in Section (G), above, is found to be unenforceable for any reason, the remainder of this Section 10 shall also be unenforceable.

General

A. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by KrateoSky without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

B. Notification Procedures and Changes to this Agreement

KrateoSky may provide notifications, whether such notifications are required by Applicable Law or are for marketing or other business-related purposes, to you via email notice or written or hard copy notice, or through posting of such notice on the Site, as we determine, in our sole discretion. KrateoSky reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification, as required by Applicable Law or as described in this Agreement. KrateoSky is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. KrateoSky may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change this Agreement in a material manner, we will update the 'last modified' date at the top of this page. This Agreement applies to and governs your access to and use of the Site effective as of the start of your access to the Site, even if such access began before publication of this Agreement. Your continued use of the Site after any change to this Agreement constitutes your acceptance of the new Agreement. If you do not agree to this Agreement, to any future Terms of Use, or to any portion of either of the foregoing, do not access or use (or continue to access or use) the Site.

C. Entire Agreement/Severability

This Agreement, together with any amendments and any additional agreements you may enter into with KrateoSky in connection with the Site, including our Privacy Policy, will constitute the entire agreement between you and KrateoSky concerning the Site. Except as otherwise stated in Section 10, if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.

D. No Waiver

No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or of any other term, and our failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.