Papa Brown Software, LLC a Texas limited liability company dba Source Voting, together with its subsidiaries and other affiliates, (collectively, "Source Voting"), owns and/or operates the web pages available at sourcevoting.com and all sub-domains thereof (collectively, the "Site"). Access to and use of the software ("Software") and services ("Services") available on or through the Site or otherwise provided by Source Voting (including, without limitation, any mobile applications), as well as any future Software or Services provided by Source Voting are governed by this Terms of Service and License Agreement (this "Agreement").
If you are a political candidate with a registered account ("Candidate User"), whether that account's primary handler ("Primary User") or a user granted secondary access to said account ("Secondary User"), or you are browsing the Site unregistered ("Unregistered User"), this Agreement is between you, individually, and Source Voting.
THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST SOURCE VOTING AND ITS LICENSORS AND ITS SUPPLIERS TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT (1) YOU WILL ONLY BE PERMITTED TO PURSUE ALLEGED CLAIMS AGAINST SOURCE VOTING AND ITS LICENSORS AND ITS SUPPLIERS ON YOUR OWN BEHALF, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON YOUR OWN BEHALF, AND (3) YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO HAVE YOUR CLAIMS DECIDED BY A JUDGE OR JURY.:
In consideration for your agreement to this Agreement, Source Voting grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of the Site, the Services and the Software solely for your own personal purposes, or as a Secondary User the purposes expressly authorized and acknowledged by the Candidate User, as permitted and limited herein.
You may access and use the Site, Services and Software only in accordance with any instruction manuals, user guides and other documentation as made available by Source Voting from time to time ("Documentation"), and in accordance with this Agreement.
In addition, you may not:
(a) copy, modify or create derivative works based on the Site, Services, Software or Documentation, or any portion(s) of any of the foregoing (individually and collectively, "Source Voting IP");
(b) distribute, transmit, publish or otherwise disseminate any Source Voting IP;
(c) download or store any Source Voting IP except to the extent explicitly permitted on the Site;
(d) transfer to any third party any of your rights under this Agreement;
(e) access or use the Services, Software or Source Voting IP for the benefit of any third party;
(f) access content or data not intended for you, log onto a server or account that you are not authorized to access, or otherwise violate or attempt to violate any security or authentication feature or measures of the Site, Software or Services;
(g) attempt to access or derive the source code or architecture of any Software;
(h) attempt to probe, scan or test the vulnerability of the Site, Services and/or Software, or any associated system or network, or to breach any security or authentication feature or measures of the Site, Software or Services, and if you are blocked by Source Voting from accessing the Site, Software or Services (including by blocking your IP address), you will not implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address);
(i) interfere or attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting malicious software or computer code to the Site or Services, load testing, overloading, "flooding," "spamming," "mail bombing,"" "crashing,"" (collectively, "Malicious Code");
(j) email or otherwise transmit any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains any Malicious Code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person or entity; (v) constitutes unsolicited or unauthorized materials; or (vi) is otherwise objectionable;
(k) automate access to the Site or the Services, including, without limitation, through the use of APIs, bots, scrapers or other similar devices;
(l) export or re-export any Source Voting IP;
(m) use or access any Services, Software or Source Voting IP in order to build a competitive product, service or solution;
(n) violate any applicable law or regulations in connection with your use of the Site, Services or Software;
(o) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, or
(p) permit any third party to do any of the foregoing. or
Certain Services or Software may be subject to additional limitations, restrictions, terms and/or conditions specific to such Services or Software ("Specific Terms"). In such cases, the applicable Specific Terms will be made available to you and your access to and use of the relevant Services or Software will be contingent upon your acceptance of and compliance with such Specific Terms.
By completing the registration process for any given Services, you are agreeing to subscribe to the selected Services, subject to the terms and conditions of this Agreement. You agree to provide Source Voting with accurate and complete registration information and to promptly notify Source Voting in the event of any changes to any such information.
You shall be solely responsible for the security and proper use of all user IDs, passwords or other security devices used in connection with the Site and/or the Services, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You shall immediately inform Source Voting if there is any reason to believe that a user ID, password or any other security device issued by Source Voting has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way. Source Voting reserves the right (at its sole discretion) to request that you change your password(s) in connection with the Services, and you shall promptly comply with any such request. Failure to comply may result in suspension or termination of your access to the Site and/or Services.
You are solely responsible for all activity in connection with access to the Site and/or Services through your account or using your password, and for the security of your computer systems, and in no event shall Source Voting be liable for any loss or damages relating to such activity.
If you are a Candidate User, Source Voting may deny you access to all or any part of the Services or terminate your account with or without prior notice if you engage in any conduct or activities that Source Voting determines, in its sole discretion, violate this Agreement or the rights of Source Voting or any third party, or is otherwise inappropriate.
Upon termination of your account(s) for any reason, your right to use the Services and Software and to access the Site and any of its content will immediately cease and all content in your account(s) will be deleted. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.
You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, internet service and telecommunications capacity. You shall be solely responsible for ensuring that such equipment and ancillary services are compatible with the Services and Software.
The Site, Software and Services may include products and services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and the Site from a mobile device, and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, "Mobile Services"). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that Source Voting may communicate with you regarding Source Voting and other entities by electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to the person that acquires your mobile telephone number.
If you are a Candidate User, you are solely responsible for all text, documents or other content or information uploaded, entered or otherwise transmitted by you in connection with your use of the Services and/or Software ("User Content"). User Content includes, among other things, any mistakes contained in the content or information transmitted by you. Source Voting has no obligation to monitor any User Content and shall have no liability to you or any other person or entity with respect thereto, including, without limitation, liability with respect to any information (including your confidential information) contained in or apparent from any User Content. Source Voting is not responsible for the loss, corruption or other changes to User Content. Without limiting the foregoing, any feature(s) of the Services and/or Software that may permit you to temporarily save or otherwise store User Content is offered for your convenience only and Source Voting does not guarantee that the User Content will be retrievable. You are solely responsible for saving, storing and otherwise maintaining User Content including by maintaining backup copies of your User Content on appropriate independent systems that do not rely on the Services and/or Software.
You shall be solely responsible for your own User Content and the consequences of submitting and publishing your User Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish the User Content you submit; and you license to Source Voting all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Content for publication on the Service pursuant to this Agreement.
For clarity, you retain all of your ownership rights in your User Content. However, by submitting User Content to Source Voting, you hereby grant Source Voting a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Service and Source Voting's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under these Terms of Service and to improve the algorithms underlying the Software and the Services. The above licenses granted by you in video User Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your videos from the Service. You understand and agree, however, that Source Voting may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted. The above licenses granted by you in user comments you submit are perpetual and irrevocable.
Please be aware that Personal Information and User Content submitted to Source Voting will be transferred to a data center in the United States. If you post or transfer any information to or through our Products, you are confirming your consent to such information, including Personal Information and User Content, being hosted and accessed in the United States.
You further agree that User Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Source Voting all of the license rights granted herein.
Source Voting does not endorse any User Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Source Voting expressly disclaims any and all liability in connection with User Content. Source Voting does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Source Voting will remove all User Content if properly notified that such User Content infringes on another's intellectual property rights. Source Voting reserves the right to remove Content without prior notice.
Source Voting reserves the right at any time to (i) change any information, specifications, features or functions of the Site, Services or Software, including any trial or temporary access (collectively, "Trial"), (ii) suspend or discontinue, temporarily or permanently, any or all of the Services or any Trial, including the availability of any feature, database or content, or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, including any Trial, in each case with or without prior notice and without any liability to you or any third party. Source Voting will use its commercially reasonable efforts to notify you of changes to the Services and/or Software that, in Source Voting's reasonable opinion, have the effect of materially and adversely diminishing the functionality of the Services to which you have subscribed.
Source Voting may from time to time update or revise this Agreement. If Source Voting updates or revises this Agreement, Source Voting will notify you either by email to your most recently provided email address, by posting the updated or revised Terms of Service and End User License Agreement on the Site or by any other manner chosen by Source Voting in its commercially reasonable discretion. Your continued use of the Site, Services or Software following any such update or revision constitutes your agreement to be bound by and comply with this Agreement as updated or revised. You can view the most current Terms of Service and End User License Agreement at sourcevoting.com. It is your responsibility to review the Terms of Service and End User License Agreement periodically.
Any links on the Site to third party websites are provided for your convenience only. If you choose to access third party websites or obtain products or services from third parties, you do so entirely at your own risk and such access is between you and such third party. Source Voting does not warrant or make any representation regarding the legality, accuracy or authenticity of content presented by such websites or any products or services offered by third parties and shall have no liability for any loss or damages arising from the access or use of such websites, products or services.
Your registration to use the Site and/or Services or providing your email to Source Voting, constitutes your consent to receive email communications from Source Voting, including messages regarding customer service issues and other matters. You may elect not to receive email correspondence, other than technical notifications and emails regarding issues related to your account and your use of the Site and Services, at any time by following the link included in the email messages.
All intellectual property rights in and to the User Content are and shall remain your property, and Source Voting shall acquire no right of ownership or use with respect to any User Content except in connection with its provision of the Services as set forth and agreed to in this Agreement.
All intellectual property rights in and to the Software, Site and Services and other Source Voting IP are and shall remain the sole property of Source Voting and its affiliates and licensors, as applicable, and you shall acquire no right of ownership or use with respect to any Software or other Source Voting IP except as specified in this Agreement. Without limiting the foregoing, you acknowledge that the Software and the Service and the inventions, know-how and methodology embodied therein are proprietary to, and contain valuable trade secrets of, Source Voting and its affiliates and licensors, as applicable, and that the Software constitutes Confidential Information of Source Voting. You may from time to time provide Source Voting with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how and/or any feedback regarding the Services, the Software, the Site and/or any of Source Voting's related technologies ("Feedback"). Any and all Feedback is and shall be given entirely voluntarily. By providing such Feedback you expressly warrant and represent that any and all such Feedback was created solely by you and without the assistance or use of ideas of any third party. All Feedback shall be exclusively owned by Source Voting, and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result Source Voting shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you or any other person or entity.
You shall indemnify, release and hold harmless Source Voting and its parents, subsidiaries, affiliates, licensors and suppliers, and each of their respective officers, directors, employees and agents, from and against any loss, liability (including settlements, judgments, fines and penalties) and costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services or Software, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOURCE VOTING, ITS LICENSORS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES, AND SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, OR REGARDING SECURITY, QUIET ENJOYMENT, RELIABILITY, TIMELINESS AND PERFORMANCE. YOU AGREE THAT YOUR USE OF THE SITE, SERVICES AND SOFTWARE ARE AT YOUR OWN SOLE RISK AND THAT THE SITE, SERVICES AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS," "WHERE IS," "AS AVAILABLE," "WITH ALL FAULTS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SOURCE VOTING AND ITS LICENSORS AND ITS SUPPLIERS DO NOT WARRANT THAT THE OPERATION OF THE SITE, SERVICES AND/OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE.
IN NO EVENT SHALL SOURCE VOTING BE LIABLE WITH RESPECT TO THE SITE, SERVICES AND/ OR SOFTWARE FOR (I) ANY LOST PROFITS, LOST OR DAMAGED USER CONTENT OR OTHER DATA, OR FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION GOOD FAITH AND REASONABLE CARE; OR (II) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SOURCE VOTING AND YOU. YOU UNDERSTAND THAT THE SITE, SERVICES AND SOFTWARE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
CERTAIN STATES DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
a. Agreement to Arbitrate
This Section titled "Dispute Resolution By Binding Arbitration" is referred to in this Agreement as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Source Voting, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Site, Software or Services, any advertising or any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and Source Voting are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND SOURCE VOTING AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SOURCE VOTING AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).
c. Pre-Arbitration Dispute Resolution
Source Voting is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Source Voting should be sent to 548 Market Street, #35410, San Francisco, CA 94104, Attn: Operations Department ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Source Voting and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Source Voting may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Source Voting or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Source Voting is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (collectively, the "AAA Rules"), as modified by this Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Agreement, the applicable terms of this Agreement will control unless the arbitrator determines that the application of the inconsistent Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Source Voting and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Source Voting agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Agreement. Unless the arbitrator determines for any reason that you should not be required to pay your portion of the Arbitration Fees, each party to the arbitration shall be responsible for their own Arbitration Fees. The payment of attorneys' fees will be governed by the AAA Rules; however, the prevailing party, whether Source Voting, yourself or otherwise, shall be entitled to seek collection of the reasonable and necessary attorneys' fees incurred.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Without limiting the severability provision in the Section titled "General Provisions" of this Agreement, if a court or the arbitrator decides that any term or provision of this Agreement other than clause (b) of this Agreement is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. If a court decides that any of the provisions of clause (b) of this Agreement is invalid or unenforceable, then the entirety of this Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Agreement will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in this Agreement to the contrary, Source Voting agrees that if it makes any future change to this Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Source Voting written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Agreement.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to any choice of law, conflicts of law or other principles that would result in the applicable of the laws or regulations of any other jurisdiction. Subject to the section titled "Arbitration", any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Collin County, Texas. You and Source Voting agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, Collin County, Texas in any such legal action or proceeding.
This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Source Voting. Source Voting may freely assign this Agreement.
If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
If Source Voting is unable to perform any obligation under this Agreement because of any matter beyond its reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving employees of Source Voting), acts of local or central government or other competent authorities, problems with telecommunications providers, hostile network attacks or other events beyond Source Voting's reasonable control (each, a "Force Majeure Event"), Source Voting will have no liability to you for such failure to perform; provided, however, that Source Voting shall resume performance promptly upon removal of the circumstances constituting the Force Majeure Event. If any Force Majeure Event continues for more than sixty (60) days, either Source Voting or you may terminate this Agreement by delivery of written notice to the other party.
If you and Source Voting have executed a separate Subscription Agreement applicable to your access to and use of the Site, Services and/or Software, then the terms and conditions of such Subscription Agreement shall prevail to the extent of any conflict with the terms and conditions of this Agreement. In all other cases, this Agreement constitutes the entire agreement between Source Voting and you with respect to its subject matter, and supersedes all prior communications and proposals, whether electronic, oral or written, between Source Voting and you. No waiver or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party.