Website & Portal Terms of Use

Effective as of September 5, 2024, Productboard, Inc., (“Productboard”) and its affiliates (collectively, the “Productboard Group” or “we” or “us” or “our”) have updated terms that apply to the use of our Websites (as herein defined). For the purposes of these Terms of Use (the “Terms”), the term “Websites”, will refer collectively to www.productboard.com, portal.productboard.com as well as the other websites that the Productboard Group operates and that link to these Terms, including Productboard Content (as defined below) present on or accessible via such websites. 

We provide the Websites to you subject to these Terms, which may be updated by us from time to time pursuant to Section 1 below. By accessing and using the Websites, or otherwise indicating your agreement, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Websites. In addition, when accessing the Websites you will be subject to any posted guidelines or rules applicable to the Websites, which may be posted and modified by us from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms. If you are under the age of 18, you represent that you either are an emancipated minor or have obtained the legal consent of your parent or legal guardian to enter into these Terms, submit content, and access and use the Websites. 

IN ADDITION, IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE WEBSITES ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS. References to “you” and “your” in these Terms will refer to both the individual using the Websites and to any such Organization.

You acknowledge that we may collect, use, and disclose your personal information and aggregated and/or anonymized data as set forth in our privacy policy, found here (“Privacy Policy”). 

These Terms do not apply to your access to and use of the products and services which we market for subscription on our Websites (our “Services”). Access and use of our Services is governed by our Master Subscription Agreement, available here, or such other applicable agreement between you and any member of the Productboard Group relating to your access to and use of such Services. 

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

1. Changes to Terms. These Terms, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. The “Effective as of” legend above indicates when these Terms were last changed. Your access to or use of the Websites after such posting will be deemed to constitute acceptance by you of such modifications, additions or deletions.
2. Changes to Websites. We may change or discontinue any aspect, service or feature of the Websites at any time, including, but not limited to, content, availability, and equipment needed for access or use. We also may limit the Websites’ availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
3. Registration. You may be given the opportunity to register to create an account via an online registration form or by participating in Interactive Areas, such as feedback forms, forums and other community features (“Your Account”) that may allow you to provide feedback to users of our Services (“Users”), receive information from us or Users and/or participate in certain features on the Websites. You are solely responsible for the activity that occurs on Your Account, and you must keep Your Account password(s) strong and secure. You must notify us immediately of any breach of security or unauthorized use of Your Account. We will not be liable for any losses arising from any unauthorized use of Your Account, or for any changes to Your Account, including your ability to access Your Account or User Content (defined below). We will use the information you provide in accordance with the Privacy Policy. You represent and warrant that all information that you provide on the registration form is current, complete and accurate to the best of your knowledge. You agree to maintain and promptly update your registration information on the Websites so that it remains current, complete and accurate. You are responsible for obtaining and maintaining all high-speed internet connectivity, computer software, hardware and other equipment needed for access to and use of the Websites and all charges related to the same.
    
4. User Content Guidelines. The following terms apply to your conduct when accessing or using the Websites (including Your Content, as defined below):
   
   4.1. The Websites may contain feedback forms, comments sections, discussion forums, or other interactive features (“Interactive Areas”) in which you may post or upload your feedback, ideas, suggestions, improvements, techniques, feature requests or other content, data, information, comments, video, photos, messages, materials or items (collectively, “User Content”). You are solely responsible for your use of any Interactive Areas and you use them at your own risk. Interactive Areas are available only for individuals aged 13 years or older. By submitting User Content to an Interactive Area, you represent that you are 13 years of age or older.

   4.2. You agree that you will not, or permit any third party to, upload, post or otherwise transmit any User Content that (a) contains any statements which may defame, harass, degrade, intimidate, stalk, threaten or otherwise fail to respect the rights and dignity of others; (b) contains any false, misleading or inaccurate statements; (c) contains expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or profanity; (d) contains or advocates pornography or sexually explicit content or that is otherwise obscene or lewd; (e) violates any law or advocates or includes content on violent, abusive, dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them; (f) poses a reasonable threat to personal or public safety; (g) violates or infringes in any way upon the rights of others, including any copyright, trademark, trade secret, right of publicity, name, image or likeness or other proprietary right without the express permission of the owner of such proprietary right; (h) does not generally pertain to the designated topic or theme of any Interactive Area; (i) uses any technology, service or automated system which (A) allows an individual to post more User Content than such individual could manually upload in a given period of time or (B) artificially inflates the page views that your User Content receives; (j) contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; (k) represents or suggests, directly or indirectly, the Productboard Group’s endorsement of any User Content; or (l) contains malware, viruses or other harmful or disruptive components. You will be solely responsible for all liabilities resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity or other proprietary rights or any other harm resulting from your submission of User Content.  Any person we determine, in our sole discretion, to have violated the intellectual property or other rights of others may be barred from submitting or posting any further material on the Websites.

   4.3. We are not responsible for the accuracy or credibility of any User Content, and do not take any responsibility or assume any liability for any actions you may take as a result of User Content posted on the Websites. Through your use of Interactive Areas, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using Interactive Areas, you assume all associated risks.

   4.4. Any conduct that we, in our sole discretion, believe restricts or inhibits anyone else from using or enjoying the Websites will not be permitted. We have the right, but not the obligation, to monitor, in response to a third-party report, own-initiative investigation, or otherwise, User Content to determine compliance with these Terms and any rules established by us, and to satisfy any law, regulation or authorized government request. In particular, third parties may inform us about User Content that they consider to violate any applicable law by e-mailing [email protected]. Although we have no obligation to monitor, screen, edit or remove any of the User Content, we reserve the right, and have absolute discretion, to screen, edit, refuse to post or remove without notice any User Content at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content at your sole cost and expense. Our decision to screen, edit, refuse to post or remove User Content does not constitute nor will it be deemed to constitute any responsibility or liability in any manner on our part in connection with or arising from your use of Interactive Areas on the Websites. If you have questions about any decision we make in relation to your User Content, you can contact [email protected]. 

   4.5. You agree not, and will not permit any third party, to (a) interfere with or disrupt the Websites or the servers or networks connected to the Websites, or disobey or circumvent any requirements, procedures, policies or regulations of networks connected to the Websites, or the security-related features of the Websites or features that prevent or restrict use or copying of any content, or that enforce limitations on use of the Websites; (b) copy, reproduce, duplicate, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish, transmit, sell, resell the Websites (in whole or in part), or exploit the Websites for any commercial purpose (c) engage in any activity that would violate applicable law, rules or regulations or constitute a criminal offense or give rise to a civil liability, or in any activity for any fraudulent or otherwise tortious or unlawful purpose, or that would further any fraudulent activity, including identity theft, or encourage conduct that would constitute a criminal offense or give rise to civil liability; (d) impersonate any person or entity, including, but not limited to, the Productboard Group or any Productboard Group employee, or falsely state or otherwise misrepresent your affiliation with any person or entity; (e) interfere with any other user’s right to privacy, including by harvesting or collecting personally-identifiable information about users of the Websites or posting private information about a third party; (f) modify, adapt, or hack the Websites or otherwise attempt to gain unauthorized access to the Websites, Services or related systems or networks; (g) engage in any decompiling, disassembling or other reverse engineering or otherwise attempting to discover, learn or study the structure or organization, underlying algorithms, protocols, data structures or the source code of the Websites or Services, except as expressly permitted under the applicable law notwithstanding a contractual prohibition to the contrary; (h) use the Websites or any content contained therein for competitive analysis (including benchmark testing) or to create, train or improve (directly or indirectly) a competing product or service, or to acquire any technical specifications or gain any competitive advantage; (i) pre-fetch, cache, index, copy, re-utilize, extract or store any data that is extracted or derived from the Websites via query; and (j) use automated means (including “web crawlers,” bots, robots, spiders, scrapers or other types of software or hardware technology) to collect content or information, download materials automatically or otherwise access any Websites or Services. 

5. Intellectual Property Rights.
    
   5.1 As between you and us, all text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, features, functionalities, tools, materials, software and computer code including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of such content present or accessible on the Websites, in each case excluding User Content (collectively, “Productboard Content”) is owned by or licensed to us. The Productboard Content is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws.

   5.2. You may display, copy and download Productboard Content from the Websites solely for your personal and internal uses provided that: (a) you do not remove any copyright or proprietary notice from the Productboard Content; (b) such Productboard Content will not be copied or posted on any networked computer or published in any medium; and (c) no modifications are made to such Productboard Content.

   5.3. For any User Content that you provide or make accessible to us, you hereby grant a non-exclusive, transferable, worldwide, royalty-free and fully paid-up right and license to the Productboard Group and its designees to use, reproduce, modify, perform and display, and distribute and make available such User Content in order to provide, develop, support and improve the Websites, Services and other products or services (including, for avoidance of doubt, for use by our customers). You (a) are responsible for ensuring that the provision of User Content to us for use pursuant to these Terms will comply with all applicable laws, rules or regulations and these Terms, and (b) represent and warrant that the Productboard Group’s or its designees’ receipt or use of User Content pursuant to these Terms will not infringe or misappropriate any intellectual property or proprietary rights of any person (including privacy or publicity rights) or violate any applicable laws, rules or regulations. Without limiting the generality of the foregoing, you represent and warrant that, with respect to User Content that constitutes personal data under applicable law, you will provide any legally provided notices to and obtain any required consent from any individual whose personal data you make available to us or that we collect or otherwise process pursuant to these Terms.

   5.4. The Productboard Group and its designees own and reserve all right, title and interest in and to (a) information generated through analysis and other processing of User Content or your use of the Websites and (b) any data, information or materials based on, derived from or otherwise using any of the foregoing.

   5.5. The Websites may include, make available or contain links to third-party names, trademarks or service marks, information, products, services or other materials that we do not own or control (“Third Party Materials”). We do not endorse or assume any responsibility for any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality or usefulness of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in these Terms will be deemed to be a representation or warranty by the Productboard Group with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Websites at any time. If you access a third-party website or service from the Websites, you do so at your own risk, and understand that these Terms and our Privacy Policy do not apply to your use of such Third Party Materials. Your use of Third Party Materials is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such third party materials). For clarity, the Productboard Group’s customers, not the Productboard Group, are solely responsible for the content they upload onto portal.productboard.com. 

6. Disclaimer of Warranty; Limitation of Liability.
   (A) YOU AGREE THAT USE OF THE WEBSITES IS AT YOUR SOLE RISK. THE PRODUCTBOARD GROUP AND ITS DESIGNEES, AND ITS AND THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS AND LICENSORS DO NOT WARRANT THAT USE OF THE WEBSITES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITES, NOR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEBSITES.
   
   (B) THE WEBSITES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.
   

   (C) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL THE PRODUCTBOARD GROUP BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE WEBSITES OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEBSITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEBSITES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF THE PRODUCTBOARD GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT THE PRODUCTBOARD GROUP IS NOT LIABLE FOR ANY ACTS OR OMISSIONS OF USERS OR OTHER THIRD PARTIES, INCLUDING ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE WEBSITES OR ANY OTHER THIRD PARTIES. THE MAXIMUM AGGREGATE LIABILITY OF PRODUCTBOARD GROUP FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (1) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO THE PRODUCTBOARD GROUP IN THE PREVIOUS SIX (6) MONTHS SOLELY FOR THE RIGHT TO USE THE WEBSITES AND (2) ONE HUNDRED U.S. DOLLARS ($100.00). IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

   (D) The Productboard Group disclaims any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. 

7. Indemnification. You agree to defend, indemnify and hold harmless the Productboard Group, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Websites by you, or any breach of these Terms by you. The Productboard Group reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you will cooperate with us as we may reasonably request.
8. Termination. We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we will have the right to immediately terminate your access to the Websites in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. The provisions of Sections 2, and 5-12 will survive termination of these Terms.

9. Governing Law. You agree that these Terms, and any dispute arising in connection with these Terms or the Websites, will be governed by the laws of: (i) the State of California, United States, without regard to conflicts of law principles, if you are located  in the United States or any other jurisdiction except the United Kingdom; or (ii) England and Wales, if you are located in the United Kingdom, without regard to conflict of law principles. Subject to Section 10 below, you agree that any such dispute will be subject to the exclusive jurisdiction of the courts located in San Francisco, California, USA, or, if you are located in the United Kingdom, the courts located in London, UK. If you are located in the EU and act as a consumer (i.e., for a purpose which can be regarded as being outside your trade, craft or profession), the foregoing choice of law will not deprive you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the laws applicable where you habitually reside.

10. Arbitration Agreement; Dispute Resolution 

    If you are located in the United States, or any jurisdiction except the United Kingdom or EU: 

    • EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, AND EXCEPT FOR OUR OPTION TO BRING A CLAIM IN A COURT OF COMPETENT JURISDICTION SEEKING ONLY INJUNCTIVE RELIEF TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND THE PRODUCTBOARD GROUP, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT THE PRODUCTBOARD GROUP AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS WILL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

    • WE EACH AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND WE ARE EACH AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

    • The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by these Terms. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

    • The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. 

    If you are located in the EU and act as a consumer (i.e., for a purpose which can be regarded as being outside your trade, craft or profession), then all disputes arising out of or related to these Terms or any aspect of the relationship between you and the Productboard Group, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, shall be resolved in the competent courts as determined by applicable law.

    If you are located in the United Kingdom, then all disputes arising out of or related to these Terms or any aspect of the relationship between you and the Productboard Group, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, shall be resolved in the competent courts in London, UK as determined by the laws of England and Wales.

    Nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

    Please report any violations of these Terms to the Productboard Legal Department at [email protected]. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.  California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

11. Copyrights and Copyright Agent. We respect others’ intellectual property rights, and expect our users and customers to do the same. If you believe that your work has been copied on the Websites in a way that constitutes copyright infringement, please follow the procedures outlined in Productboard’s Copyright Infringement Notice & Takedown Policy. We reserve the right to terminate access to the Websites for users or customers who post material that infringes the intellectual property rights of others.
12. Export Controls. You understand and acknowledge that we or our Websites may be subject to export control laws and regulations. You agree to comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither you nor any person acting on your behalf (or, if you are an Organization, any of your affiliates, or any of your or their directors, officers or employees, or any person owning 50% or more of your equity securities or other equivalent voting interests) is (i) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (ii) located within or a resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes.
     
13. Miscellaneous. These Terms and any rules for the Websites established by us constitute the entire agreement of the parties with respect to their subject matter and supersede all previous or contemporaneous written or oral agreements between the parties with respect to such subject matter. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable parts of these Terms will remain binding upon the parties. The section headings used herein are for convenience only and will not be given any legal meaning.

Non-English translations of these Terms are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.