All use of the Platform is subject to these Terms and, in some cases, any User Agreement that you have executed with us (the “User Agreement”). By accessing and using the Platform, you acknowledge, accept, and agree to these Terms and all other terms, conditions, procedures and policies that may be published from time to time on the Platform by us, each of which is incorporated by reference.
BY ACKNOWLEDGING YOUR AGREEMENT ON THE REGISTRATION PAGE, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY THESE TERMS AND ARE ENTERING INTO A LEGALLY BINDING CONTRACT THAT IS VALID AND ENFORCEABLE UNDER A VARIETY OF STATE AND/OR FEDERAL STATUTES AND THE COMMON LAW.
These Terms represent a binding contract between you and the Company (“we”, “us” or “our”), and are in addition to any other agreements between you and the Company, including any other agreements that govern your use of products, features, contents, applications and services available on the Platform. Additionally, if you or the company that you represent entered into a User Agreement or other signed agreement with the Company, these Terms are hereby incorporated into the User Agreement by this reference as if fully stated therein. In the event of a conflict between these Terms and any User Agreement, the terms of the User Agreement shall control. If you are accessing the Platform on behalf of another entity or individual, you represent and warrant that you have the authority to agree to these Terms on such entity’s or individual’s behalf. If you do not agree with anything contained in these Terms, please do not submit information to, access information from, or otherwise utilize the Platform. The Company reserves the right to change these Terms and will notify you of material changes on the login page and/or via email. In the case of changes to Pricing, Payments and Billing, the Company will notify the primary contact indicated on your account by email at least 30 days before the change goes into effect. Use of the Platform following the notice of any changes to these Terms shall be deemed to be acceptance thereof by you. In these Terms, we may refer to you as a User and/or Member as “you.” You agree to keep business information and trade secrets of the Company, including, but not limited to the terms and pricing set forth herein, and any user account information confidential until such information becomes known to the public generally without your fault and except to the extent that disclosure may be required by law, regulation or legal process.
Definition of Members and Users; Uses of the Platform and Key Limitations
These Terms cover two types of entities:
A “Member,” defined as companies, entities or individuals using the Platform to access the software as a service features, further described below, which include a proprietary system with integrated analytics to value oil and gas properties, track revenue, organize and store data, project future production and cash flows, and optimize acquisition strategies whether online, or through any other means via the Platform (collectively, the “Services”); and
A “User,” defined as an individual who uses the Platform as part of a Member and who is authorized to take action in the name of the Member.
A Member may have one or more Users.
The Services offered on the Platform include a variety of functions to Members and Users, such as (i) portfolio tracking which provides a snapshot of Member assets, production data, future development value, and commodity prices, based on the data inputted by Users; (ii) valuation analytics for assessing oil and gas property values; and (iii) bid optimization focused on identifying more profitable acquisition strategies. The Platform’s functions are all based on the data and information the Members or Users put into the Platform, and are not in any way a guarantee of results or success regarding Member operations. Company has not verified the information or data Members or Users provide, and cannot ensure the analysis provided will be accurate because of potential errors, inconsistencies, or other deviations in the data provided.
None of the information on the Platform constitutes (a) legal, tax, accounting, or investment advice or services; or (c) addresses the suitability or profitability of any analysis, forecast, prediction, or projection. The Company has not made any recommendations regarding the merit of any analysis, forecast, prediction, or projection identified on the Platform. All Members and Users of the Platform agree to be responsible for their own due diligence and the legal and regulatory compliance of any investment, operational, or other business decision made using the Services, and the Company makes no representation or assurance about such Services. As a User, you are required to provide true and accurate information about your businesses or the business of the Member, and to update and maintain such information, but the Company cannot and does not control or confirm the accuracy of any information provided by or on behalf of any Member or User. The information and materials made available through the Platform may contain typographical errors or inaccuracies. Members and Users acknowledge that the Services provided by the Company are based on data and information provided by Members, Users, and other third party sources, and that the Company cannot verify the accuracy or completeness of such information. Additionally, any analysis, projections, or forecasts created using the Services are also based on a number of factors outside of the Company’s control, which include risks that cannot be completely eliminated or ascertained with certainty. Therefore, Members and Users acknowledge and agree that the Company is not responsible for any variance or inaccuracy of the analysis provided in the Services.
Eligibility to Use the Platform
If you do not agree to these Terms, and any other referenced agreements or documentation, you must not access the Platform. The Company reserves the right to refuse service, terminate accounts, and/or cancel orders in its discretion.
Age Requirement. In order to create an account or be a Member or User of the Platform, you represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Platform. We may, in our sole discretion, refuse to offer the Platform to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that you are in compliance with all laws, rules and regulations applicable to you and any right to access the Platform is revoked where these Terms or use of the Platform is prohibited or to the extent any offering, sale or provision of the Platform conflicts with any applicable law, rule or regulation. Further, the Platform is offered only for your use, and not for the use or benefit of any third party.
Your Promises of Conduct
Registration. When registering and creating an account on the Platform and in all communications with the Company, you must provide accurate and complete information and keep your information updated. You shall not select or use as a username (i) a name of another person with the intent to impersonate that person; (ii) a name subject to any rights of a person other than you without appropriate authorization; or (iii) a name that is otherwise offensive, vulgar or obscene.
You are solely responsible for the activity that occurs on your account, and for keeping your username and password secure. You may never use another person’s user account or registration information for the Platform without permission. You must notify us immediately of any change in your eligibility to use the Platform, breach of security or unauthorized use of your account. You should never publish, distribute or post login information for your account. You may delete your account at any time by contacting the Company via email at .
Acceptable Use. By accepting these Terms and/or using the Platform, you agree not to enter, post or publish any false or misleading information or omit information necessary to make the statements entered not misleading, or engage in any fraudulent activity of any kind.
You may not (and may not permit any third party to) input any information or content that (i) you know is false, misleading, untruthful or inaccurate; (ii) is promotional in nature, other than with respect to a Transaction; (iii) constitutes junk mail, spam, chain letters, pyramid schemes or the like; (iv) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another’s privacy, offensive, profane, hateful or is racially, ethnically or otherwise objectionable as determined by us in our sole discretion, or otherwise violates the legal rights of others; (v) you do not have the right to make available under any law or under contractual relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vi) infringes any patent, trademark, trade secret, copyright, right of publicity or other proprietary rights of any party or violates any law or contractual duty; (vii) impersonates any person or entity, including any of our employees or representatives; or (viii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, gain access to or limit the functionality of any computer software or hardware, or telecommunications equipment.
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Platform (or other accounts, computer systems or networks connected to the Services); (iv) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the website; (v) harvest or scrape any content from the Platform; or (vi) otherwise take any action in violation of our guidelines and policies.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Platform, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You agree to abide by all applicable local, state, national and international laws and regulations.
The Company reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) carry out the purpose of the Platform; (ii) satisfy any applicable law, regulation, legal process or governmental request; (iii) enforce these Terms, including investigation of potential violations hereof; (iv) detect, prevent, or otherwise address fraud, security or technical issues; (v) respond to User support requests; or (vi) protect the rights, property or safety of the Company, our Users, our Members, and the public.
The Company further reserves the right to edit, restrict or remove any content you provide for any reason or no reason at any time.
Pricing, Payments & Billing
Membership Fees. The Company charges a periodic membership fee to Members, in accordance with the terms of the User Agreement (“Membership Fees”). Any Membership Fees due are paid prior to accessing the Platform and prior to any renewal of the User Agreement. Membership Fees are subject to change at any time by the Company upon 30 days’ notice, and shall take effect as of the next billing cycle.
Payments & Billing. In order to process payments for Membership Fees we may take payments directly (via check or wire transfer) or use a third-party payment processor (the “Payment Processor”). The Payment Processor’s payment processing will be subject to its terms, conditions and privacy policies in addition to these Terms. We are not responsible for error by a Payment Processor. You authorize us to charge, or have the Payment Processor charge, your chosen payment provider and agree to make payment using that selected payment method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
Intellectual Property and Copyright.
The contents of the Platform and any Services provided or sold by the Company, including the Platform’s look and feel, text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of businesses, land owners, and investors, and other data and information listed on the Platform, other than content Member Content (defined below) (collectively, “Company Content”), are the property of the Company or its content suppliers, and are subject to the copyright or other intellectual property rights of the Company and to the terms of licenses held by the Company. Such intellectual property is protected by federal and state law.
Use License. Subject to these Terms, we grant each User a worldwide, non-exclusive, non-sublicensable and non-transferable term subscription right to access Company Content solely for accessing and using the Platform for the Services. Any unauthorized use, reproduction, modification, distribution, transmission, republication, display or performance of the Company Content, or of any other products or Services sold by the Company, is strictly prohibited. You may copy information from the Platform only as strictly necessary for your own use of the Platform, in furtherance of the purpose of communicating internally with employees, investors, and affiliates. Otherwise, no portion of the Platform may be reproduced, duplicated, copied, sold, resold, licensed, rented or otherwise exploited for any commercial purpose that is not expressly permitted by the Company in writing. The commercial use or public dissemination of any Company Content gathered from the Platform is strictly prohibited, unless specifically authorized by the Company in writing. Any violation of the foregoing may subject you to compensatory and punitive damages, and shall specifically also entitle the Company to equitable relief, in addition to any other remedies available at law or in equity.
User Content. All data and information added, created, uploaded, submitted, Platform by Users (collectively, “User Content”), privately transmitted, is the sole responsibility of the person who originated such User Content. You represent and warrant that all User Content provided by you is accurate, complete, up-to-date, in compliance with all applicable laws, rules and regulations and you have all rights to provide the User Content and grant the licenses set forth below, to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
For clarity, the foregoing license grants to us does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You agree that you will abide by and maintain all and will not and will not allow others to delete or alter, information, restrictions, author attributes or copyright notices contained in any User Content accessed through the Platform. Nothing on the Platform or elsewhere should be construed to grant any license or right to use, implied or otherwise, any mark displayed on the Platform without the written permission of the Company or the third party owner of the mark.
Availability of User Content. We do not guarantee that any User Content will be made available on the Platform. The Company reserves the right, in its sole discretion, to remove, block, edit or modify any User Content, at any time, without notice to you and for any reason, including, but not limited to, upon receipt of claims or allegations from third parties or authorities that such User Content infringes or appears to infringe on intellectual property rights owned by others or if we are concerned that you may have violated these Terms.
Copyright Infringement. The Company respects the intellectual property rights of others and expects all Users to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. The Digital Millennium Copyright Act provides recourse to copyright owners who believe that their rights under the U.S. Copyright Act have been infringed by acts of third parties over the Internet. If you believe that any material contained in the Platform infringes your intellectual property, you agree to notify the Company of the alleged infringement by sending written notice of claimed copyright infringement to the Copyright Agent listed below. To be effective, the notification must be in writing and include the following information: physical or electronic signature of the owner or authorized agent of the owner of the allegedly infringed work; identification of the allegedly infringed work; identification of the material that is claimed to be infringing and reasonably sufficient information for the Company to locate the material; contact information of the notifying party, including address, telephone number and email; a statement that the notifying party has a good faith belief that the use of the material in the manner complained of is not authorized by the owner of the allegedly infringed work, its agent or the law; and a statement, under penalty of perjury that the information in the notification is accurate and the notifying party is the owner or authorized agent of the allegedly infringed work. Our Copyright Agent for notice of alleged copyright infringement or other legal notices regarding Company Content or User Content appearing on the Platform is: . The Company reserves the right to remove any content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, we will also terminate a User’s access or a Member’s account if the User/Member is determined to be a repeat infringer.
Third Party Content. Certain portions of the Platform, including, without limitation, information provided by other Users, may contain unedited or third party content. All postings, messages, text, images, links to third-party websites or other materials published or otherwise made available on the Platform (the “Third Party Content”) are the sole responsibility of the person(s) who originated such Third Party Content and the Company may not monitor, does not control and does not investigate or validate such Third Party Content; provided that the Company reserves the right at all times (but will not have an obligation) to remove any Third Party Content. By using this Third Party Content, you agree to not rely on the Third Party Content and understand that you may be exposed to Third Party Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that the Company makes no representations or warranties regarding the Third Party Content and is not responsible or liable in any manner for the Third Party Content or the conduct, whether online or offline, of any user. Third Party Content does not constitute legal or financial advice and must not be used in the place of legal counsel or financial due diligence. You agree to independently evaluate and verify all Third Party Content.
Key Legal Points
Termination. We may terminate your access to all or any part of the Platform at any time for any reason, including, but not limited to, violation or suspected violation of any of these Terms or the User Agreement or as otherwise permitted herein. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Assignment. You may not assign these Terms or the User Agreement, or assign, transfer or sublicense your rights, if any, to access the Platform without our prior written consent, which will not be unreasonably withheld or delayed. The Company may assign, transfer or delegate any of our rights and obligations hereunder, including to any successor in interest, without consent.
Limitations of Liability. Any material downloaded, accessed or otherwise obtained through the Platform is obtained at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results therefrom. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE COMPANY AND ALL OF ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY (i) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE PLATFORM, INCLUDING THE CONTENT, INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR TO THE PERFORMANCE THEREOF, (ii) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND (iii) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS TO OR USE OF THE PLATFORM. THE COMPANY PROVIDES THE PLATFORM AND ALL COMPONENTS THEREOF ON AN “AS IS” BASIS AND YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. THE COMPANY MAKES NO GUARANTEES OR WARRANTIES OF ANY KIND AS TO THE SECURITY, ADEQUACY, COMPLETENESS, SUFFICIENCY, TIMELINESS OR ACCURACY OF ANY CONTENT OR MATERIAL AVAILABLE IN OR THROUGH THE PLATFORM, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT ANY CONTENT (INCLUDING SOFTWARE) AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU HEREBY AGREE THAT ANY MONETARY CLAIMS OF ANY KIND ASSESSED AGAINST THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS ARISING OUT OF OR RELATING TO THE USE OF THE PLATFORM SHALL NOT EXCEED (IN AGGREGATE) OF THE LESSER OF (i) THE TOTAL AMOUNT OF MEMBERSHIP FEES YOU (OR THE APPLICABLE MEMBER) PAID TO THE COMPANY DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM OR (ii) $500. IN NO EVENT SHALL THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS BE LIABLE TO YOU, OR TO ANY THIRD PARTY, FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, COMPENSATORY OR INDIRECT DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), EVEN IF ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT YOUR EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. THE COMPANY CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE PLATFORM.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. 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.
Indemnity. You agree to indemnify and hold harmless the Company, our affiliates and successors, and each of our and their respective officers, directors, agents, and employees, from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees, made by or resulting from any third party due to or arising out of your (or any third party using your Account or identity in the Platform) use or misuse of the Platform, breach of these Terms or the materials it incorporates by reference, or violation of any law, regulation, order or other legal mandate or the rights of a third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Venue, Choice of Law. You will resolve any claim, cause of action or dispute (together a “claim”) you have with the Company arising out of or relating to the Platform or these Terms (including agreements incorporated herein by reference) exclusively in Houston, Harris County, Texas. The laws of the State of Texas will govern these Terms, as well as any claim that may arise between you and the Company, without regard to conflict of law principles. In any dispute arising under these Terms, the prevailing party will be entitled to reasonable attorneys’ fees and expenses.
Arbitration and Class Action Waiver. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS, YOUR USE OF THE PLATFORM, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN HOUSTON, TEXAS UNDER THE STREAMLINED ARBITRATION RULES AND PROCEDURES (“RULES”) OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) THEN IN EFFECT, BY ONE COMMERCIAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING INTELLECTUAL PROPERTY AND COMMERCIAL CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF AAA ARBITRATORS IN ACCORDANCE WITH SUCH RULES. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding.
This section will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of Platform or these Terms must be filed within one (1) year after such claim of action arose or be forever banned.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this section will be null and void. This section will survive the termination of your relationship with us.
Email Communication. The Company uses email to communicate with Users. You hereby authorize and agree that the Company may communicate with you via email and you consent to receiving and giving any notice required under these Terms via email. The Company will use reasonable efforts to honor any request you may have to opt out from receiving emails, but under no circumstance will the Company have any liability for sending any email to you or to any of its Users. Emailed communication to the Company should be sent to .
Use of Member Names. You authorize the Company, in its own discretion, to disseminate its own release to its constituents indicating your use of the Platform in association with said transaction, in accordance with the User Agreement. The Company may add your entity’s name to our member roster, which is professionally presented from time to time on the Platform and in marketing materials.
Force Majeure. The Company shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Entire Understanding. These Terms and the User Agreement set forth the entire understanding and agreement between the parties with respect to the subject matter herein. A failure to act with respect to a breach by you or others does not waive the Company’s right to act with respect to subsequent or similar breaches. In the event that any provision or any portion of any provision of these Terms shall be held to be void or unenforceable, the remaining provisions of these Terms (and the balance of any provisions held void or unenforceable in part only) shall continue in full force and effect. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms or the User Agreement and neither party has any authority of any kind to bind the other in any respect.
Effective Date of these Terms: January 1, 2020