IMPORTANT - READ CAREFULLY BEFORE PROCEEDING
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING THE "I ACCEPT" BUTTON. BY INDICATING YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU ("Subscriber") ACKNOWLEDGE AND AGREE TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT FOR THE USE OF THE NPartners, LLC SERVICES ("Services") PROVIDED BY NPartners, LLC, ("NPartners, LLC"). IF SUBSCRIBER IS NOT WILLING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, SUBSCRIBER SHOULD PROMPTLY EXIT FROM THIS WEBSITE AND REFRAIN FROM USING ITS SERVICES. BY USING OR ACCESSING THE SERVICE SUBSCRIBER AGREES TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS.
IF SUBSCRIBER HAS NOT REACHED LEGAL AGE OF MAJORITY, OR IS OTHERWISE NOT PERMITTED BY LAW TO BE A PARTY TO THIS AGREEMENT, SUBSCRIBER ACKNOWLEDGES THAT NPartners, LLC IS PROVIDING THE SERVICE WITH THE IMPLICIT UNDERSTANDING THAT SUBSCRIBER'S LEGAL GUARDIAN IS NOT OPPOSED TO SUBSCRIBER'S USE OF THE SERVICE. NPartners, LLC RESERVES THE RIGHT TO DISCONTINUE SERVICES IN THE EVENT SUBSCRIBER DOES NOT OTHERWISE COMPLY WITH THE TERMS AND CONDITIONS CONTAINED HEREIN. IN RESPONSE TO THE CHILDREN'S ONLINE PRIVACY PROTECTION ACT ("COPPA") WE REQUIRE THAT SUBSCRIBER BE AT LEAST 13 YEARS OLD TO USE NPartners, LLC'S SERVICES.
Effective upon acceptance of this Agreement, NPartners, LLC hereby grants to Subscriber
a personal, nonexclusive, nontransferable, revocable license to access and use the
Services, as defined below.
Subscriber owns and has rights to all content produced with the Services, including MP3 audio files, which can be downloaded, reproduced, sold, or duplicated as Subscriber chooses. Subscriber shall have no right to sell, resell, reproduce, duplicate, copy, distribute, create derivative works or exploit for commercial purposes, any portion of the technology used to provide Services, including access to the Services, or use of the Services nor make any claim that it does have such right.
The services provided by NPartners, LLC hereunder may allow Subscriber to perform various online messaging and communications functions (collectively, the "Services"). Unless explicitly stated otherwise, any new features provided by NPartners, LLC that augment or enhance the current Services shall also constitute "Services" and shall be subject to these terms and conditions.
Subscriber is solely responsible for obtaining all equipment and approvals necessary for connection to the World Wide Web and all charges associated with such connection, including but not limited to obtaining a PC and modem or other access device, having access to the World Wide Web and phone service charges.
As between the parties, NPartners, LLC shall retain all right, title and interest to
the Services including all copyrights, trademarks, patents and all other intellectual
property rights thereto, including without limitation with respect to all technology
and telephone numbers used in connection with or provided as part of the Services.
Subscriber may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever. Subscriber may not allow any third party to access the Services for any purpose whatsoever.
The copyright notices and other proprietary legends shall not be removed from the Services and no right to use any trademark is granted under this Agreement.
Subscriber may not grant any sublicense, lease or other right in the Services to any third party. All rights not expressly granted under this Agreement are retained by
Subscriber agrees to provide true, accurate, current and complete data to NPartners, LLC
upon signing up for the Services and at subsequent times as requested by NPartners, LLC.
If Subscriber provides data that is, or that NPartners, LLC suspects to be, false, inaccurate, not current or incomplete, NPartners, LLC has the right to suspend or terminate Services and refuse any and all current or future use of all Services, or any portion thereof.
Subscriber shall maintain and promptly update the registration data as applicable, including, but not limited to,
Change in address
Change in credit card account status (e.g., closed account, maximum credit use)
Change in expiration date of credit card account
Upon completion of all registration information and acceptance of this Agreement, Subscriber will receive a password, user ID, and when applicable, a PIN and telephone number(s).
Subscriber is solely responsible for the maintaining the confidentiality of Subscriber's password and PIN, and will be responsible for all transactions and activities that occur as a result of Subscriber's disclosure of such password and/or PIN, whether or not such transactions and/or activities were authorized by Subscriber.
Subscriber shall not give account information to third parties and shall at all times be responsible and liable for any transactions or activities that occur on Subscriber's account.
Subscriber shall immediately notify NPartners, LLC if any unauthorized use of Subscriber's account has occurred or of any other breach of security.
SUBSCRIBER RIGHTS TO CHANGE OR END THIS AGREEMENT
Subscriber may terminate its rights to receive Services hereunder by providing written notice to NPartners, LLC.
If Subscriber terminates its rights to receive Services hereunder in the manner prescribed above, Subscriber will be billed through the end of the billing cycle in which such rights are terminated.
Upon any termination of Subscriber's right to receive Services hereunder, Subscriber shall immediately cease to use the Services and NPartners, LLC shall have no further obligations whatsoever to Subscriber.
Any change in Service requested by Subscriber shall be at NPartners, LLC's discretion and shall be subject to the provisions of this Agreement.
NPartners, LLC will refund the membership fee within the first 30 days of the account creation if the SUBSCRIBER wishes to cancel their membership account. If SUBSCRIBER cancels after the first 30 days of the account creation, SUBSCRIBER will be billed through the end of the current billing cycle and no refund will be issued.
Cancellations of accounts must be submitted in writing to Customer Support from the email address that was used to create the account. The Customer Support email address is conveniently located on each individual membership site. Cancellations may also be sent to:
1140 US HWY 287 #400-311
Broomfield, CO 80020
NPartners, LLC RIGHTS TO RESTRICT OR END SERVICE OR THIS AGREEMENT
To maintain or improve the Services, to prevent fraud, or for any other reason determined by NPartners, LLC, NPartners, LLC, at its sole discretion, may restrict, suspend, terminate or modify Subscriber's service with or without notice. Without limiting the generality of the foregoing, NPartners, LLC may restrict, suspend or terminate Subscriber's Services with or without notice for reasons including, without limitation, if Subscriber:
Incurs charges that cannot be billed
Exceeds any credit limit
Makes a false statement to NPartners, LLC
Interferes with NPartners, LLC customer service or other business operations
Becomes insolvent or go bankrupt
Breaches any part of this Agreement
NPartners, LLC may also do so if:
Subscriber's credit information cannot be verified.
NPartners, LLC believes or suspects that Subscriber's account is being misused or used by anyone for unlawful activity.
NPartners, LLC believes or suspects that the use of Subscriber's account adversely affects or has the potential to affect service to other customers.
NPartners, LLC believes or suspects that the use of Subscriber's account adversely affects or has the potential to affects NPartners, LLC's operations.
Upon any termination in accordance with the foregoing, NPartners, LLC may immediately deactivate or delete Subscriber's account and all related information and files in Subscriber's account, reassign any telephone numbers associated with the account, and/or bar any further access to such files, information, or the Services.
NPartners, LLC shall not be liable to Subscriber or any third party for any reason for terminating this Agreement or access to Services or for modifying this Agreement and/or the Services.
THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE"
AND NPartners, LLC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW
OF THE UNITED STATES OR ANY STATE THEREOF. NPartners, LLC MAKES NO REPRESENTATIONS
OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR
INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE
SERVICES SHALL BE BORNE SOLELY BY SUBSCRIBER.
NPartners, LLC MAKES NO WARRANTY THAT THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. NPartners, LLC IS NOT RESPONSIBLE FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL.
NPartners, LLC DOES NOT MAKE ANY WARRANTY PERTAINING TO ANY GOODS OR SERVICES PURCHASED, OBTAINED, SECURED OR ACQUIRED THROUGH THE SERVICES OR ANY TRANSACTION ENTERED INTO THROUGH THE SERVICE.
NPartners, LLC DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE SERVICES OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES. SUBSCRIBER ACKNOWLEDGES THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES ARE AT SUBSCRIBER'S SOLE RISK AND DISCRETION AND NPartners, LLC WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER OR SUBSCRIBER'S PROPERTY.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM NPartners, LLC, ITS EMPLOYEES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO SUBSCRIBER.
IN NO EVENT SHALL NPartners, LLC BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY. NPartners, LLC'S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE LICENSE FEE PAID BY SUBSCRIBER FOR THE SERVICES, IF ANY. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.
Subscriber shall indemnify and hold harmless NPartners, LLC, its directors, officers, employees and agents from and against all liabilities, losses, costs, expenses (including reasonable attorneys' fees), and damages resulting from any negligent acts, omissions or willful misconduct by Subscriber, Subscriber's use of the Services and/or any breach of the terms and conditions of this Agreement by Subscriber.
NPartners, LLC makes no representation that materials on its web site(s) are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Subscriber agrees to comply with all applicable foreign and domestic laws, rules and regulations regarding the transmission of technical data exported from or imported to the United States or the country in which Subscriber resides.
During the term of this Agreement, NPartners, LLC may modify or discontinue the Services
at any time and with or without notice to Subscriber.
Without limiting the generality of the foregoing, NPartners, LLC may, from time to time, with or without notice and at its sole discretion, establish or change various practices, limitations and restrictions for administering such Services, including without limitation: (a) how often all or a part of the Services or account may be accessed; (b) the duration of any access; (c) the maximum number of days that messages or postings will be retained; (d) the maximum number of messages or postings allowed; (e) the size and nature messages and postings; (f) the maximum storage space available for an account; and (g) any other matter related to the administration of the Services;.
Subscriber acknowledges that capacity limits for telephone and webcast services, including local and international access numbers or Skype access, may be modified or changed at any time and without notice to Subscriber. Subscriber also acknowledges that specific dial-in numbers may be restricted on a per-Subscriber basis.
Subscriber agrees that NPartners, LLC shall not be responsible or liable in any way for deactivation or deletion of accounts or for loss of emails, audio clips, voice mails, uploads, communications, postings, data or information as a result of, or arising out of, administration of the Services, whether or not Subscriber is given prior notice thereof.
NPartners, LLC may delete accounts that are inactive for an extended period of time.
NPartners, LLC shall not be liable to the Subscriber or any third party for any reason for NPartners, LLC modifying or terminating the Services, in whole or in part.
Subscriber is responsible for creating a back-up copy of any important or critical information that is stored on the Services. NPartners, LLC shall not be responsible or liable in any way for any information or data loss in connection with the Services.
NPartners, LLC reserves the right to change the terms and conditions of this Agreement,
by posting a revised version of the Agreement at Terms of Service or its successor
Use of the Services signifies Subscriber's agreement to all terms, conditions and notices contained or referenced herein. Continued use of any part of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes, and all changes shall thereupon become binding upon the Subscriber.
If Subscriber does not agree to the changes, Subscriber shall immediately cease all use of the Services.
Subscriber shall be solely liable for any transmissions sent through the Service.
NPartners, LLC has no control over the content of any transmission nor will it be liable
for such content.
Subscriber shall not use the Services to create or distribute any images, sounds, messages or other materials, which are obscene, harassing, racist, malicious, fraudulent infringing or libelous, nor use the Services for any activity that may be considered or are unethical, immoral, violative of any third party's rights, or illegal.
Further, Subscriber will abide by all rules, regulations, procedures and policies of NPartners, LLC and any policies of the networks connected to the Services.
Subscriber agrees to abide by all applicable local, state, national, foreign and international laws and regulations and is solely responsible for all acts or omissions that occur under Subscriber's account or password, including the content of Subscriber's transmissions through the Service. By way of example, and not as a limitation, Subscriber agrees not to:
Use the Service in connection with chain letters, junk email, voice mail, faxes, spamming or any duplicative or unsolicited messages (commercial or otherwise);
Harvest or otherwise collect information about others, including email addresses, without their consent;
Create a false identity or forged email address or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message;
Transmit through the Service unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;
Transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;
Transmit any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
Violate any U.S. or foreign law regarding the transmission of technical data or software exported through the Service;
Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks;
Attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means;
Interfere with another member's use and enjoyment of the Service or another entity's use and enjoyment of similar services.
NPartners, LLC is under no obligation to monitor the information or content available or transmitted through the Services. Subscriber agrees that NPartners, LLC shall have the right, but not the obligation, at its sole discretion, to refuse or remove any content, in whole or in part, that violates this Agreement or is otherwise objectionable. Subscriber acknowledges and agrees that NPartners, LLC may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
Comply with legal process
Enforce this Agreement
Respond to claims that any Content violates the rights of third-parties
Protect the right, property, or personal safety of NPartners, LLC, its users and the public.
Subscriber may provide information, including but not limited to feedback, data, answers, questions, comments, suggestions, plans and ideas to NPartners, LLC. Such information shall be deemed nonconfidential and NPartners, LLC assumes no obligation to protect such information from disclosure. The submission of such information to NPartners, LLC shall in no way prevent the purchase, manufacture, or use of similar products, services, plans and ideas by NPartners, LLC for any purpose whatever. NPartners, LLC shall be free to reproduce, use, disclose and distribute such information to others without restriction. Subscribers shall have no recourse against NPartners, LLC for alleged infringement or misappropriation in connection with any information or materials submitted to NPartners, LLC hereunder.
Subscriber agrees that by entering into transactions with NPartners, LLC, Subscriber
affirms consent to receive all information, copies of agreements and correspondence
("Documents") from NPartners, LLC in an electronic format, and to also send
information to NPartners, LLC in an electronic format, either through Subscriber's
account or via email, at NPartners, LLC's discretion. Subscriber agrees to treat any
such electronic Documents received from NPartners, LLC or sent to NPartners, LLC as being
legally equivalent to any "written" information Subscriber would receive
or send in print or by postal mail. Subscriber's transactions with NPartners, LLC indicates
that Subscriber agrees to treat all electronic Documents received from or sent to
NPartners, LLC as having full legal enforceability and legal effect. In any situation
where Subscriber's signature may be required to process a transaction, compliance
with a commercially reasonable attribution procedure agreed to or adopted by the
parties or established by law for authenticating a record shall authenticate the
record. Without limiting the foregoing, the parties agree that if Subscriber enters
the username of Subscriber's account, and enters the PIN number or password associated
with the account, such process shall constitute a legally-binding signature by Subscriber.
Subscriber acknowledges and agrees that NPartners, LLC will not be responsible for
Subscriber's failure to receive any electronic Documents, and in the event Subscriber
is expecting to receive some electronic Documents that in fact Subscriber does not
receive, Subscriber will notify NPartners, LLC immediately. Subscriber further acknowledges
and agrees that Subscriber's responsibilities or the methods by which NPartners, LLC
sends Subscriber electronic Documents may be altered from time to time, at NPartners, LLC's
discretion, and NPartners, LLC will give Subscriber advance notice of such changes.
Subscriber agrees that Subscriber will take all reasonable measures to protect the security and confidentiality of all PINs, usernames and passwords issued hereunder and will inform NPartners, LLC immediately if Subscriber discovers that any of these items have been given out (intentionally or accidentally) to other people.
Subscriber agrees that Subscriber will review Subscriber's transaction(s) carefully prior to accepting them and that once Subscriber accepts any transaction, it will be final, binding upon Subscriber and unchangeable in any way.
Subscriber shall be required to pay monthly subscription charges and enhanced service
charges in connection with the Services, as stated by NPartners, LLC. There may be
additional fees if Subscriber requests a change in any Services. Depending upon
the level of Services selected by Subscriber, there may be charges for calls to
or from certain locations, including without limitation payphones, and areas within
extended calling zones. There may also be applicable taxes, surcharges, assessments,
government fees and charges for any special or enhanced services Subscriber uses.
Any of the foregoing may be billed to Subscriber when they reach a limit as NPartners, LLC
determines at its sole discretion.
NPartners, LLC bills subscription charges and charges for certain enhanced Services in advance. Subscriber will pay NPartners, LLC for all charges billed to Subscriber's account, whether or not Subscriber was the user of the account. Subscriber has the right to dispute charges on Subscriber's bill, but only if Subscriber notifies NPartners, LLC of the dispute within thirty (30) days after the applicable billing date. If Subscriber fails to notify NPartners, LLC of any dispute within such thirty (30) day period, Subscriber shall have irrevocably waive the right to dispute any such charge. Subscriber must pay all charges on time until the dispute is resolved. If the dispute is resolved in Subscriber's favor, NPartners, LLC will refund the disputed amounts to Subscriber.
NPartners, LLC will charge Subscriber the rates in effect under Subscriber's subscription plan, plus any enhanced service charges at the time of subscription, as such rates may be updated by NPartners, LLC from time to time. Some charges (such as, but not limited to, surcharges) may accumulate in Subscriber's account before Subscriber is charged for such amounts, or such amounts may be charged to Subscriber as assessed. If Subscriber has enrolled in a then-current subscription plan and chooses to change the plan, and if there are one or more days remaining on Subscriber's current subscription, Subscriber will be credited for those days in the calculation of Subscriber's charges. Subscriber's billing cycle starts on the day the subscription purchase is successfully processed. If there is a change in subscription plan, there may be a resulting change in Subscriber's billing date.
Purchase and use of "a la carte" minutes are only valid in conjunction with a current, paid-up subscription. NPartners, LLC will not offer any refunds or reimbursements for the purchase price of "a la carte" minutes. Unused minutes expire six (6) months after the date of purchase, and may not be transferred. Usage of minutes is billed in one (1) minute increments. For example, one (1) minute is deducted for a forty nine (49) second call. Outbound calls, including but not limited to NPartners, LLCMe calls, are billed at two (2) times the applicable per minute usage. Minutes are deducted for all calls, inbound and outbound. Surcharges for extended calling zones are in addition to, not in lieu of, having minutes deducted from Subscriber's account. "A la carte" minutes are billed at the time of purchase.
If Subscriber changes Subscriber's Services from a billed plan to a free plan, Subscriber will be billed through the end of the billing cycle in which such a change is made.
Subscriber agrees that all payments will be made to NPartners, LLC via credit or debit card, issued by a US bank, including MasterCardÂ®, VISAÂ®, American ExpressÂ® or DiscoverÂ®. NPartners, LLC may change the credit cards accepted at any time, at its sole discretion. Subscriber's name and address as it appears on Subscriber's NPartners, LLC account must also be on the credit account from which Payment is made. If Subscriber provides a credit card number that NPartners, LLC accepts for payment of Subscriber's monthly bills, Subscriber is authorizing NPartners, LLC to charge the amounts Subscriber owes, then or later, to that credit card account and to demand immediate payment from the card issuer. Subscriber also agrees to pay, under the terms of Subscriber's agreement with the card's issuer, the amounts charged to Subscriber's credit card. Every time Subscriber uses NPartners, LLC Services, Subscriber re-affirms that NPartners, LLC is authorized to charge Subscriber's card. Subscriber agrees to authorize NPartners, LLC to charge purchases made online to the credit card account supplied to NPartners, LLC when the subscription was initiated, or the card that NPartners, LLC has on file when the purchase is made. Subscriber agrees to pay all costs and expenses, including without limitation attorney's fees, incurred by NPartners, LLC to collect any monies due under terms of this Agreement.
NPartners, LLC offers an "Affiliate Program" to reward those who refer new clients to NPartners, LLC. Subscriber agrees that NPartners, LLC reserves the right to determine through its own means who, if anyone, gets "credit" for a new client. Subscriber agrees that NPartners, LLC may change its Affiliate Program at any time without warning or notification including but not limited to payment method, payment schedule, payment "levels", payment calculations, reporting methods. Subscriber agrees that NPartners, LLC may cancel the affiliate program at any time without warning or notification. NPartners, LLC may use any manual or automated methods it desires to determine who a new member was referred by including but not limited to manual entry, special links, date-limited "cookies", session "cookies", or special pages. Subscriber agrees that regardless of the method chosen by NPartners, LLC, it is likely that the actual number of referrals will be higher than the credited number of referrals made due to various inefficiencies in tracking technology and Subscriber further agrees to use NPartners, LLC's count. Subscriber agrees that Subscriber will keep NPartners, LLC informed of all postal address and e-mail address changes for the Subscriber. Subscriber may appeal the amount of a payment withint 30 days of a payment being sent and may request investigation into a missing payment within 30 days of when NPartners, LLC should have sent the payment under the current Affiliate program rules.Subscriber agrees that if a Subscriber's membership is terminated for any reason, Subscriber forfeits all rights to future affiliate payments.
Subscribers may enter into transactions with advertisers on the Services.
Such transactions shall be between Subscriber and advertisers and NPartners, LLC shall have no responsibility or liability in connection with any such transaction or the information, goods or services provided by any such advertiser.
This Agreement, including any documents incorporated herein by reference, merges
all prior written and oral communications and defines the entire agreement of the
parties concerning the Services.
In the event any portion of this Agreement shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect and such illegal, void or ineffective provisions shall be construed, as nearly as possible, to reflect the intentions of the parties.
All notices under this Agreement shall be in writing and delivered by email or in writing.
This Agreement shall be construed in accordance with the laws of the State of Colorado without regard to its conflict of law provisions. Each party submit to the exclusive jurisdiction of the state and federal courts located in Colorado, and irrevocably waive any right that such party may have to assert the such forum is not convenient or that any such court lacks jurisdiction.
Subscriber agrees and acknowledges that any breach of the provisions regarding ownership contained in this Agreement shall cause NPartners, LLC irreparable harm and NPartners, LLC may obtain injunctive relief as well as seek all other remedies available to NPartners, LLC in law and in equity.
Subscriber shall not transfer or assign this Agreement or Subscriber's rights under this Agreement. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns and legal representatives.
The failure of NPartners, LLC to exercise its rights under this Agreement will not be construed as a waiver of such rights, nor will it in any way affect the validity of this Agreement. The provisions of this Agreement relating to intellectual property ownership, restrictions on use or disclosure of the Services, disclaimers of warranties, limitations of liability and indemnification shall survive termination or expiration of this Agreement for any reason.
The U.N. Convention for the Sale of Goods shall not be applicable to this license of the Services to Subscriber.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
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