I.  INTRODUCTION

Welcome to the website (“Website”) for Sylvia Says LLC, an Illinois limited liability company (hereinafter “Company,” “we,” or “us”). 

Please read these Terms of Use carefully.  These Terms of Use set forth legally binding terms and conditions, and govern this website as well as any features, functionality, applications, content, products, and services made available by us on or through this website.  By accessing or using the website, you accept and agree to be bound by these Terms of Use. THESE TERMS OF USE CONTAIN A BINDING INDIVIDUAL ARBITRATION AGREEMENT, A CLASS ACTION AND CLASS ARBITRATION WAIVER, AND A JURY TRIAL WAIVER (SEE SECTION IX), WHICH AFFECT YOUR LEGAL RIGHTS.  PLEASE REVIEW CAREFULLY.

Privacy Policy; Additional Terms.  These Terms of Use include the terms and conditions outlined in this document as well as our Privacy Policy, located at Privacy Policy.  Certain areas of the website and product and service offerings may be subject to additional terms and conditions posted by us on the website or otherwise made available by us to you.  Your access to and use of the website is conditioned upon your acceptance of such additional terms and conditions. 

Changes to these Terms of Use.  We reserve the right to amend these Terms of Use from time to time.  Any amendments shall be effective when posted by us on the website or otherwise made available to you.  Your access to and use of the website after we have modified these Terms of Use shall signify your acceptance of the amended terms.  It remains your responsibility to review these Terms of Use regularly to ensure that you are updated as to any changes.

Contacting Us.  If you have questions about these Terms of Use, or any other questions or comments concerning the website, please contact us at sylvia@sylvia-says.com.

II.  WEBSITE USE 

Eligibility.  By accessing and using the website, you represent and warrant that: (a) you have read and understand, and agree to comply with and be bound by these Terms of Use; (b) any information that you submit to us is, and will be updated to remain, truthful, complete and accurate; (c) your access to and use of the website does not and shall not violate any applicable laws of your local jurisdiction ; and (d) you are at least eighteen (18) years of age, or at least thirteen (13) years of age with verifiable parental or legal-guardian consent.  The Website is not directed to children under the age of 13, and we do not knowingly collect personal information from children under 13.  See our Privacy Policy for additional information regarding our compliance with the Children’s Online Privacy Protection Act (COPPA).

Permitted and Prohibited Activities.  You may use the public areas of the website to learn more about our company, product and service offerings. 
You may not:

• use the website for advertising, promotional or other commercial purposes, except in those forums (if any) where such activities are expressly permitted;

• transmit “junk mail,”  “chain letters,” “pyramid schemes,” “spam,” or other unsolicited mass mailings or communications;

• use automated means, including but not limited to scripts, spiders, robots, crawlers, or data mining tools, to post content to or download content from the website, including for purposes of training, developing, fine-tuning, or evaluating any artificial intelligence, machine-learning, or large language model system;  

• attempt to gain unauthorized access to any private areas of the website;

• engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the website;

• impersonate a representative of Company or another website user;

• “stalk” or otherwise harass anyone, or contact any user that has not specifically asked to be contacted;

• engage in or promote any activity, or post or transmit any content, that is illegal, threatening, abusive, offensive, obscene, harassing, defamatory, deceptive, false, misleading, inaccurate, unsafe, invasive of another’s privacy, or endangering of minors in any way;

• promote discrimination based on race, ethnicity, religion, gender, sexual orientation, disability, age or marital status, or hatred or physical harm of any kind against any group or individual;

• infringe, misappropriate, or violate the copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, rights of privacy or publicity, or other rights of any third party, or violate any contractual, fiduciary or other legal duty or obligation.

• frame, mirror, deep-link to non-public pages of, or otherwise incorporate the Website (or any portion of it) into any other site or service without our prior written consent; 

• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any portion of the Website; 

• bypass, disable, circumvent, or otherwise interfere with any security-related features of the Website or features that prevent or restrict use or copying of content; 

• introduce or transmit any virus, worm, Trojan horse, malware, ransomware, or other malicious code or harmful component to or through the Website; or 

• resell, republish, syndicate, or otherwise commercially exploit any article, post, image, or other content from the Website without our prior written consent. 

Termination.  We reserve the right to terminate your use of the website or take other action, with or without prior notice to you, if you violate any provision of these Terms of Use or use the website in a manner for which it is not intended to be used. 

Indemnification.  You agree to indemnify, defend, and hold harmless Company and its directors, officers, members, managers, employees, agents, contractors, affiliates, licensors, and suppliers (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or related to: (a) your access to or use of the Website; (b) any breach by you of these Terms of Use; (c) any content, materials, ideas, submissions, or other information you submit, post, transmit, or otherwise make available to us or on or through the Website; (d) your actual or alleged violation of any applicable law, regulation, or order; or (e) your actual or alleged violation or infringement of any right of any third party (including intellectual property, privacy, publicity, or contractual rights).  You agree to cooperate fully and in good faith in the defense of any such claim.  We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, with counsel of our choosing, in which event you will fully cooperate with us in asserting any available defenses.  You may not settle any claim without our prior written consent. 

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.

• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use. 

III.  MAILING LIST AND ELECTRONIC COMMUNICATIONS 

Email Communications and Mailing List.  By subscribing to our mailing list, providing your email address through the Website, or otherwise opting in to receive communications from us, you expressly consent to receive commercial and informational emails from Sylvia Says LLC, including newsletters, announcements regarding upcoming events, articles, promotional materials, and similar communications.  We will send these communications at a frequency we determine in our discretion.  Each commercial email we send will include an unsubscribe link or instructions to opt out, and you may withdraw your consent and unsubscribe at any time by following those instructions or by emailing us at Sylvia@sylvia-says.com.  We will honor unsubscribe requests in accordance with applicable law, including the CAN-SPAM Act, 15 U.S.C. § 7701 et seq.  Our mailing address for purposes of CAN-SPAM is: 807 Judson Avenue, Evanston, IL 60202.

IV.  USER SUBMISSIONS 

Submissions Are Non-Confidential.  At present, the Website does not permit users to publicly post content.  However, you may from time to time submit ideas, suggestions, articles, comments, feedback, questions, materials, or other information to Sylvia Says LLC (collectively, “Submissions”), whether through a contact form, email, mailing-list reply, or otherwise.  All Submissions are deemed non-confidential and non-proprietary.  You acknowledge and agree that we have no obligation (express or implied) of confidentiality with respect to any Submission, and that we are free to use, reproduce, modify, publish, distribute, and otherwise exploit any Submission for any purpose, without compensation, attribution, or notice to you.

License Grant; Moral Rights Waiver.  By providing a Submission, you grant Company a non-exclusive, worldwide, perpetual, irrevocable, freely transferable and sublicensable (through multiple tiers), royalty-free, and fully paid-up license to access, use, reproduce, distribute, publicly perform, publicly display, transmit, modify, adapt, translate, create derivative works of, and otherwise exploit the Submission, in whole or in part, in any format or medium now known or later developed.  To the maximum extent permitted by applicable law, you irrevocably waive, and agree not to assert, any moral rights, rights of attribution or integrity, or similar rights in or to any Submission.

Your Representations and Warranties.  You represent and warrant that: (a) you own or have all necessary rights, licenses, consents, and permissions to provide the Submission and to grant the rights set forth above; (b) the Submission does not and will not infringe, misappropriate, or violate any third party’s intellectual property rights, rights of privacy or publicity, or any other proprietary or contractual right; and (c) the Submission is not unlawful, defamatory, obscene, harassing, threatening, false, misleading, or otherwise objectionable. 

No Obligation to Use; Right to Remove.  We have no obligation to review, post, publish, respond to, return, or use any Submission.  We reserve the right (but undertake no obligation) to monitor, review, screen, edit, refuse, remove, or delete any Submission at any time and for any reason, in our sole discretion, without notice to you. 

V.  DMCA NOTICE AND TAKEDOWN 

Designated Copyright Agent.  We respect the intellectual property rights of others and expect users to do the same.  In accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (the “DMCA”), we have designated an agent to receive notifications of claimed copyright infringement.  If you believe in good faith that content available on or through the Website infringes your copyright, please send a written notice (a “DMCA Notice”) to our designated agent: 

DMCA Designated Agent: Sylvia Says LLC
Sylvia Says LLC
807 Judson Avenue
Evanston, IL 60202
Email: Sylvia@sylvia-says.com
Telephone: 1 (847) 609-3323

Contents of a DMCA Notice.  Your DMCA Notice must include the information required by 17 U.S.C. § 512(c)(3), including: (i) a physical or electronic signature of the copyright owner or person authorized to act on its behalf; (ii) identification of the copyrighted work claimed to be infringed; (iii) identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate the material; (iv) your contact information; (v) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf. 

Counter-Notice.  If you believe your content was removed (or access to it was disabled) by mistake or misidentification, you may submit a counter-notice to our designated agent containing the information required by 17 U.S.C. § 512(g)(3). 

Repeat Infringer Policy.  We will, in appropriate circumstances and in our sole discretion, terminate or disable the accounts of, or access to the Website by, users who are repeat infringers. 

VI. LINKS TO THIRD PARTY SITES

This website may contain links to Internet or mobile sites not owned or operated by us, including to sites featuring companies, products, services or news that may be of interest or to pages that we maintain on YouTube, Facebook, Twitter or other social media sites.  The inclusion of these links should not be construed as any sort of affiliation, sponsorship, endorsement, or approval.  When you access a third party Internet or mobile site, you do so at your own risk.  We assume no responsibility or liability for any information, products or services available on or through any third party Internet or mobile site, or for any actions taken by you or others in connection therewith. We have no obligation to review, monitor, or verify any third-party site, and we reserve the right to remove any link at any time without notice.

VII. PROPRIETARY RIGHTS

Our Rights in this Website.  Company reserves all right, title and interest in and to the website, including but not limited to all products, services, materials, information, and compilations of information available on or through the website, as well as any and all domains and sub-domains, the design, layout, graphics, programming code and “look and feel” of the website, the copyrights, trademarks, service marks, and trade dress appurtenant thereto, all goodwill arising therefrom, and all other intellectual property and proprietary rights of any nature throughout the world embodied therein.  You may not modify, reproduce, distribute, sell, or create derivative works based upon the website, or post any content from the website to newsgroups, blogs, mailing lists or social networking sites, without our prior written consent.

VIII.  DISCLAIMERS

THE WEBSITE, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALL USE OF THE WEBSITE IS “AT YOUR OWN RISK.”  COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE WEBSITE OR THE PRODUCTS, SERVICES OR INFORMATION MADE AVAILABLE ON OR THROUGH THE WEBSITE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.  COMPANY DOES NOT REPRESENT OR WARRANT THAT YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PRODUCTS, SERVICES OR INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE WILL BE TRUE, ACCURATE, COMPLETE, UP-TO-DATE, OR FREE FROM VIRUSES, MALICIOUS CODE, TYPOGRAPHICAL ERRORS OR ALTERATION BY THIRD PARTIES.

Not Professional Advice; Event Information.  ALL CONTENT ON OR MADE AVAILABLE THROUGH THE WEBSITE, INCLUDING ARTICLES, BLOG POSTS, EVENTS, SERVICES PROVIDED, EVENT LISTINGS, NEWSLETTERS, AND OTHER MATERIALS, IS PROVIDED FOR GENERAL INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, MEDICAL, MENTAL-HEALTH, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVICE.  YOUR USE OF, AND RELIANCE ON, ANY SUCH CONTENT IS AT YOUR OWN RISK.  WE MAKE NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR CURRENCY OF ANY ARTICLE OR EVENT INFORMATION.  EVENTS LISTED ON THE WEBSITE ARE SUBJECT TO CHANGE OR CANCELLATION WITHOUT NOTICE.  YOU SHOULD CONSULT A QUALIFIED PROFESSIONAL BEFORE ACTING ON ANY INFORMATION FOUND ON THE WEBSITE. 

Services, programs, materials; No Healthcare or LCSW Services.  ANY SERVICES, PROGRAMS, AND MATERIALS OFFERED BY COMPANY ARE INTENDED SOLELY TO PROVIDE GENERAL EDUCATION, SUPPORT, AND GUIDANCE RELATING TO WELLNESS AND PERSONAL GOALS. THE SERVICES, PROGRAMS, AND MATERIALS DO NOT CONSTITUTE AND IS NOT A SUBSTITUTE FOR MEDICAL CARE, MENTAL-HEALTH CARE, PSYCHOTHERAPY, COUNSELING, DIAGNOSIS, TREATMENT, OR ANY OTHER HEALTHCARE OR LICENSED PROFESSIONAL SERVICE. ANY WELLNESS COACHING SERVICES ARE SEPARATE AND DISTINCT FROM ANY SERVICES THAT SYLVIA MAY PROVIDE IN HER CAPACITY AS A LICENSED CLINICAL SOCIAL WORKER (LCSW), AND PARTICIPATION IN WELLNESS COACHING DOES NOT CREATE A THERAPIST-CLIENT, HEALTHCARE PROVIDER-PATIENT, OR OTHER LICENSED PROFESSIONAL RELATIONSHIP. COMPANY DOES NOT DIAGNOSE OR TREAT ANY MEDICAL OR MENTAL-HEALTH CONDITION THROUGH ITS WELLNESS COACHING SERVICES. YOU SHOULD CONSULT AN APPROPRIATELY QUALIFIED HEALTHCARE OR MENTAL HEALTH PROFESSIONAL REGARDING ANY CONDITION OR CONCERN REQUIRING PROFESSIONAL EVALUATION, DIAGNOSIS, OR TREATMENT. IF YOU ARE EXPERIENCING A MEDICAL OR MENTAL-HEALTH EMERGENCY, CALL 911 OR CONTACT AN APPROPRIATE EMERGENCY SERVICE.  

IX. LIMITATIONS ON LIABILITY

IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION LOST BUSINESS, LOST PROFITS, DAMAGE TO OR LOSS OF DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE WEBSITE, THE PRODUCTS, SERVICES OR INFORMATION AVAILABLE OR ADVERTISED ON THE WEBSITE, ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE THEREON, OR ANY FORCE MAJEURE EVENT OR OTHER OCCURRENCE OUTSIDE OF OUR REASONABLE CONTROL.  THE TOTAL CUMULATIVE LIABILITY OF COMPANY AND ITS SUPPLIERS ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE WEBSITE, AND THE PRODUCTS, SERVICES AND INFORMATION AVAILABLE OR ADVERTISED ON THE WEBSITE SHALL NOT EXCEED THE FEES (IF ANY) PAID BY YOU TO COMPANY FOR ACCESS TO THE WEBSITE IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM OR TEN DOLLARS ($10), WHICHEVER IS GREATER.  THE LIMITATIONS ON LIABILITY IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT EXPAND THIS LIMITATION.  THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL PART OF THESE TERMS OF USE, AND SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.  CERTAIN STATES DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR TYPES OF DAMAGES, AND SO SUCH DISCLAIMERS MAY NOT APPLY TO YOU.   WITHOUT LIMITING THE FOREGOING, NEW JERSEY RESIDENTS:  THE PROVISIONS OF THIS SECTION ARE INTENDED TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION IS HELD INVALID, THE REMAINDER WILL CONTINUE IN FULL FORCE AND EFFECT.

X.  DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION AND JURY TRIAL WAIVERS

PLEASE READ THIS SECTION CAREFULLY.  IT REQUIRES YOU AND COMPANY TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY.

AGREEMENT TO ARBITRATE.  You and company agree that any dispute, claim, or controversy arising out of or relating to these terms of use, the website, or your relationship with company (each, a “dispute”) will be resolved exclusively through final and binding individual arbitration, except as set forth below.  The arbitration will be administered by the american arbitration association (“aaa”) in accordance with its consumer arbitration rules then in effect (the “aaa rules”), as modified by these terms of use.  The arbitration will be conducted in chicago, illinois, or, at your election, by telephone, videoconference, or written submissions.  The federal arbitration act, 9 u.s.c. § 1 et seq., governs the interpretation and enforcement of this arbitration agreement. 

CLASS ACTION AND CLASS ARBITRATION WAIVER.  YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.  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.  THE ARBITRATOR MAY AWARD RELIEF (INCLUDING DECLARATORY OR INJUNCTIVE 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. 

JURY TRIAL WAIVER.  YOU AND COMPANY EACH HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE BETWEEN THE PARTIES. 

Small-claims carve-out.  Either party may bring an individual action in small-claims court for any dispute that is within the scope of the small-claims court’s jurisdiction, in lieu of arbitration. 

Intellectual property and equitable relief carve-out.  Notwithstanding the foregoing, either party may bring a lawsuit in the federal or state courts located in chicago, illinois solely for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights, or to enforce indemnification obligations. 

Contractual statute of limitations.  Any dispute must be filed within one (1) year after the cause of action accrues; otherwise, the dispute is permanently barred. 

Severability of this section.  If the class action and class arbitration waiver is found to be unenforceable as to any claim or remedy, then that claim or remedy (and only that claim or remedy) will be severed and brought in court, while all other claims will continue in arbitration.  If any other provision of this section x is found to be unenforceable, the remaining provisions will continue in full force and effect. 

XI.  MISCELLANEOUS

Governing Law.  The website is hosted and operated in the United States of America.  These Terms of Use and the relationship between you and us relating to your access to and use of the website shall be governed by and interpreted for all purposes in accordance with, the laws of the state of Illinois, without regard to the conflict of laws provisions of such state.  Any legal suit, action, or proceeding relating to this Agreement that is not subject to arbitration under Section X must be instituted in the federal or state courts located in Chicago, Illinois.  Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.  You hereby consent to the exclusive personal jurisdiction and venue of such courts and waive any objections thereto, including without limitation any objection based on forum non conveniens; provided, however, the foregoing shall not prevent us from seeking temporary or permanent injunctive or other equitable relief against you or compelling your indemnification obligations in any court of competent jurisdiction.

Assignments.  You may not assign these Terms of Use or assign or delegate any right or duty under these Terms of Use, in whole or in part, without our prior written consent.  Any attempted assignment or delegation shall be null and void from the beginning and without effect.  We may assign these Terms of Use or any right or duty under these Terms of Use, with or without notice to you, including to any affiliate or successor in interest.  Subject to the foregoing, these Terms of Use shall be binding on and inure to the benefit of you and us, and each of our respective heirs, administrators, successors and permitted assigns.

Third Party Beneficiaries.  Nothing contained in these Terms of Use, express or implied, is intended or shall be construed to give any third party any rights or remedies under or by reason of these Terms of Use.  Notwithstanding the foregoing, the disclaimers and limitations on liability under these Terms of Use shall extend to Company, its directors, officers, employees, agents, affiliates, and suppliers.  All references to Company in connection therewith shall be deemed to include such persons and entities as third party beneficiaries entitled to accept all benefits afforded thereby.

Amendment; Waiver.  Any amendment by you or waiver by us of these Terms of Use must be in writing and signed by a duly authorized representative of Company.  No provision shall be waived by any act, omission or knowledge of a party.  Any waiver on one occasion shall not constitute a waiver of any other or subsequent duty or breach.

Severability.  If any provision of these Terms of Use is determined to be invalid or unenforceable under applicable law, the provision shall be amended by a court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law, or severed from these Terms of Use if such amendment is not possible, and the remaining provisions of these Terms of Use shall continue in full force and effect.  

Construction.  The captions in these Terms of Use are for reference purposes only and shall not affect the meaning or interpretation of these Terms of Use.  The term “including” as used herein means “including without limitation.”  The terms “hereunder,” “herein,” “hereof” and similar variations mean these Terms of Use as a whole, and not any particular section.

Entire Agreement.  These Terms of Use, including the Privacy Policy and additional terms referenced herein, set forth the entire agreement of the parties with regard to the subject matter hereof, and supersede all prior and contemporaneous negotiations and agreements, written or oral.