TERMS OF USE “SERVICE AGREEMENT”
THIS
SERVICES PROVIDED WITHIN THIS WEBSITE ARE CONTROLLED BY THIS LEGAL
DOCUMENT WHICH DETAILS YOUR RIGHTS AND OBLIGATIONS IN THIS AGREEMENT
“SERVICE AGREEMENT”. THIS WEBSITE IS HEREBY PROVIDED TO YOU BY EITHER
YOUR PROCESSING VENDOR, CREDIT CARD PROCESSOR, BANK, QUALIFIED SECURITY
ASSESSOR (QSA), OR OTHER VENDOR FOR SUCH SERVICES (HEREAFTER “SERVICE
PROVIDER”). BY VISITING THIS WEBSITE YOU HEREBY AGREE TO BE BOUND BY
THE TERMS AND CONDITIONS OF THIS SERVICE AGREEMENT. IF YOU DO NOT AGREE,
PLEASE DO NOT USE OR ACCESS OUR WEBSITE. THE PCI WEBSITE AND RELATED
SERVICES ARE OFFERED TO YOU CONDITIONED UPON YOUR ACCEPTANCE WITHOUT
MODIFICATION OF THESE TERMS OF SERVICE. FROM TIME TO TIME, IT MAY BE
NECESSARY FOR PROVIDER TO UPDATE OR REVISE CERTAIN PROVISIONS OF THE
TERMS OF THIS SERVICE AGREEMENT. BY USING THIS WEBSITE OR BY ACCEPTING
THIS SERVICE AGREEMENT VIA USE OF THE WEBSITE, YOU AGREE THAT THE TERMS
OF THIS SERVICE AGREEMENT MAY CHANGE WITHOUT SPECIFIC NOTICE TO YOU. IF
YOU DON'T AGREE TO THE CHANGES PROPOSED OR AS DEFINED ON THE WEBSITE, OR
TO ANY TERMS IN THIS SERVICE AGREEMENT, YOUR ONLY REMEDY IS TO CANCEL
YOUR USE OF THE SERVICES OFFERED UNDER THIS SERVICE AGREEMENT.
1. DESCRIPTION OF SERVICE
THIS
WEBSITE AND ASSOCIATED WEB PAGES OPERATES FOR PURPOSES OF THESE TERMS OF
THIS SERVICE AGREEMENT, WILL BE REFERRED TO AS THE 'PCI WEBSITE(S)'.
THIS SERVICE (THE 'SERVICE') OFFERS YOU ACCESS TO THE PCI WEBSITES,
WHICH PROVIDES YOU ACCESS TO A COLLECTION OF RESOURCES, INCLUDING, BUT
NOT LIMITED TO, SERVICES TO ALLOW YOU TO ADDRESS PCI ISSUES, OTHER
RELATED GOODS, OTHER RELATED SERVICES, SOFTWARE PROGRAMS, AND
DOWNLOADABLE SERVICES. THE SERVICE OFFERS YOU ACCESS IN EXCHANGE FOR
YOUR AGREEMENT TO ACCEPT AND COMPLY WITH THE TERMS, CONDITIONS, POLICIES
AND NOTICES STATED HERE AND AS MAY BE MODIFIED FROM TIME-TO-TIME
WITHOUT NOTICE TO YOU. NOTWITHSTANDING THE FOREGOING, PROVIDER RESERVES
THE RIGHT TO REJECT ANY REGISTRATION FOR SERVICE FOR ANY REASON. UNLESS
EXPLICITLY STATED OTHERWISE, ANY NEW FEATURES OR PRODUCTS THAT CHANGE,
AUGMENT OR ENHANCE THE CURRENT SERVICE SHALL BE SUBJECT TO THIS SERVICE
AGREEMENT. THE SERVICES ARE DESIGNED AND PROVIDED TO YOU ONLY FOR USE AS
A TOOL TO HELP YOU COMPLETE YOUR PCI DSS COMPLIANCE PROCESS. AS SUCH,
YOU UNDERSTAND AND AGREE THAT (I) ANY INFORMATION OBTAINED FROM THE
SERVICES MAY NOT ACCURATELY DEFINE ALL YOUR REQUIREMENTS TO MEET FULL PCI
DSS COMPLIANCE (EVEN WITH A “COMPLIANT” STATUS AS RECORDED ON THE SITE
IT IS UNDERSTOOD THAT ADDITIONAL STEPS MAY BE NECESSARY FOR YOUR
SPECIFIC BUSINESS ENTITY TYPE TO REACH FULL PCI DSS COMPLIANCE, (II)
THAT THE SERVICE OUTPUTS ARE ONLY AS GOOD AS THE INFORMATION ENTERED
INTO THE WEBSITE FOR SERVICES, (III) THAT THE SERVICES ARE LIMITED TO THE
SELF-ASSESSMENT QUESTIONNAIRE (SAQ) AND THE I/P SCAN, AGAIN, THESE
SERVICES MAY NOT BE ALL INCLUSIVE OF ALL THE REQUIRED STEPS YOU MUST
TAKE TO MEET FULL PCI DSS COMPLIANCE FOR YOUR BUSINESS, AND (V) YOU IS
SOLELY RESPONSIBLE AND LIABLE FOR USE OF THE SERVICES AND THE
INFORMATION OBTAINS BY YOUR USE OF THE SERVICES. YOU FURTHER UNDERSTANDS
AND AGREE THAT THE SERVICES AND THE FEATURES AND FUNCTIONALITY OF
INDIVIDUAL MODULES FOR THE SERVICES, ARE SUBJECT TO CHANGE.
2. GENERAL USE OF THE PCI WEBSITE
YOU
PROMISE THAT YOU WILL NOT USE THE PCI WEBSITE OR THE SERVICE IN WHOLE
OR IN PART, FOR ANY PURPOSE THAT IS UNLAWFUL OR PROHIBITED BY THIS
SERVICE AGREEMENT. YOU AGREE THAT YOU WILL NOT MODIFY, COPY, DISTRIBUTE,
TRANSMIT, DISPLAY, PERFORM, REPRODUCE, PUBLISH, LICENSE, CREATE
DERIVATIVE WORKS FROM, FRAME IN ANOTHER WEB PAGE, USE ON ANY OTHER
WEBSITE, TRANSFER, OR SELL ANY INFORMATION, SOFTWARE, LISTS OF USERS,
DATABASES OR OTHER LISTS, PRODUCTS OR SERVICES PROVIDED THROUGH OR
OBTAINED FROM THE PCI WEBSITE. THIS MEANS, AMONG OTHER ACTIVITIES, THAT
YOU AGREE NOT TO ENGAGE IN THE PRACTICES OF SCREEN SCRAPING, DATABASE
SCRAPING, OR ANY OTHER ACTIVITY WITH THE PURPOSE OF OBTAINING LISTS OF
USERS OR OTHER INFORMATION. YOU AGREE THAT YOU WILL NOT USE THE SERVICE
IN ANY MANNER THAT COULD DAMAGE, DISABLE, OVERBURDEN, OR IMPAIR THE PCI
WEBSITE OR INTERFERE WITH ANY OTHER PARTY'S USE AND ENJOYMENT OF THE PCI
WEBSITE. YOU MAY NOT OBTAIN OR ATTEMPT TO OBTAIN ANY MATERIALS OR
INFORMATION THROUGH ANY MEANS NOT INTENTIONALLY MADE AVAILABLE OR
PROVIDED FOR THROUGH THE PCI WEBSITE. EXCEPT WITH THE WRITTEN PERMISSION
OF THE PROVIDER, YOU AGREE THAT YOU WILL NOT ACCESS OR ATTEMPT TO
ACCESS PASSWORD PROTECTED, SECURE OR NON-PUBLIC AREAS OF THE WEBSITE.
UNAUTHORIZED INDIVIDUALS ATTEMPTING TO ACCESS PROHIBITED AREAS OF THE
WEBSITE MAY BE SUBJECT TO PROSECUTION.
3. REGISTRATION
IN
ORDER FOR YOU TO PARTICIPATE IN THE SERVICE, YOU WILL BE REQUIRED TO
PROVIDE SPECIFIC INFORMATION ABOUT YOURSELF AND/OR YOUR BUSINESS. IF YOU
CHOOSE TO PARTICIPATE, YOU AGREE TO PROVIDE TRUE, ACCURATE AND COMPLETE
INFORMATION AND TO REFRAIN FROM IMPERSONATING OR FALSELY REPRESENTING
YOUR AFFILIATION WITH ANY PERSON OR ENTITY. YOU AGREE AND ACKNOWLEDGE
THAT DATA FROM THE REGISTRATION PROCESS IS USED TO SEND YOU INFORMATION
ABOUT THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE USE OF YOUR EMAIL
ADDRESS FOR UPDATES, ALERTS FOR UPCOMING COMPLIANCE STEPS REQUIRING
YOUR ATTENTION, NEWSLETTERS AND/OR OTHER NECESSARY COMMUNICATIONS. FOR
MORE INFORMATION, REVIEW THE PCI PRIVACY POLICY THAT IS PART OF THIS
AGREEMENT. A HYPERLINK CAN BE FOUND ON THE FOOTER OF THE WEBSITE FOR
THE PRIVACY POLICY.
4. THIRD PARTY CONTENT
THE
WEBSITE MAY CONTAIN CONTENT AND INFORMATION FROM THIRD PARTY PROVIDERS
AND/OR LINKS TO THEIR WEBSITES ('THIRD PARTY CONTENT'). WE ARE NOT
RESPONSIBLE FOR SUCH THIRD PARTY CONTENT, INCLUDING, WITHOUT LIMITATION,
ANY LINK CONTAINED IN SUCH CONTENT, OR ANY CHANGES OR UPDATES TO SUCH
CONTENT. WE ARE PROVIDING THIRD PARTY CONTENT TO YOU ONLY AS A
CONVENIENCE, AND THE INCLUSION OF SUCH CONTENT DOES NOT IMPLY
ENDORSEMENT OF SUCH CONTENT OR THE AFFILIATE OR THE PROVIDER. YOU MAY BE
SUBJECT TO ADDITIONAL AND/OR DIFFERENT TERMS, CONDITIONS, AND PRIVACY
POLICIES WHEN YOU USE THIRD PARTY SERVICES, CONTENT, SOFTWARE, OR SITES.
PROVIDER DOES RESERVE THE RIGHT TO REMOVE CONTENT THAT DOES NOT MEET
STANDARDS, HOWEVER WE ARE NOT RESPONSIBLE FOR ANY FAILURE OR DELAY IN
REMOVING SUCH MATERIAL. WE ARE NOT RESPONSIBLE FOR (I) THE TERMS AND
CONDITIONS OF ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY, (II) ANY
INSUFFICIENCY OF OR PROBLEMS WITH ANY SUCH THIRD PARTY'S BACKGROUND,
INSURANCE, CREDIT OR LICENSING, OR (III) THE QUALITY OF SERVICES
PERFORMED BY ANY SUCH THIRD PARTY OR ANY OTHER LEGAL LIABILITY ARISING
OUT OF OR RELATED TO THE PERFORMANCE OF SUCH SERVICES. (IV) ANY FEE
CHARGED TO YOU BY A THIRD PARTY OR YOUR PROCESSOR OR BANK FOR SERVICES
PROVIDED OR NOT PROVIDED BY THE WEBSITE. IN THE EVENT THAT YOU HAVE A
DISPUTE WITH ANY SUCH THIRD PARTY, YOU RELEASE PROVIDER (AND ITS
AFFILIATES, SUPPLIERS, AGENTS AND EMPLOYEES) FROM ANY AND ALL CLAIMS,
DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE,
KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND
UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
5. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
NEITHER
PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER THIRD PARTY
FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR
EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
SERVICE, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON
BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT,
MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE
OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA,
GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES;
INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR
IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES
SHALL PROVIDER’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT
OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY YOU UNDER
THIS AGREEMENT TO A MAXIMUM OF ONE THOUSAND DOLLARS ($1,000.00)
REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY,
CONTRACT, TORT OR OTHERWISE.
6. PCI COMPLIANCE SOFTWARE LICENSES
THIS
WEBSITE PROVIDES YOU WITH A NON-EXCLUSIVE, NON-TRANSFERABLE, LIMITED
LICENSE TO USE PROVIDER’S SOFTWARE, WHICH YOU AGREE TO USE IN ACCORDANCE
WITH THIS SERVICE AGREEMENT. YOU MAY NOT SUB-LICENSE, OR CHARGE OTHERS
TO USE OR ACCESS, OUR SOFTWARE WITHOUT FIRST OBTAINING WRITTEN
PERMISSION. ALL SOFTWARE IS OWNED BY PROVIDER AND/OR ITS SUPPLIERS AND
IS PROTECTED TO THE MAXIMUM EXTENT PERMITTED BY COPYRIGHT LAWS AND
INTERNATIONAL TREATY PROVISIONS. ANY REPRODUCTION, MODIFICATION OR
REDISTRIBUTION OF THE SOFTWARE IS EXPRESSLY PROHIBITED, AND MAY RESULT
IN SEVERE CIVIL AND CRIMINAL PENALTIES. THE SOFTWARE, ITS STRUCTURE,
SEQUENCE AND ORGANIZATION AND SOURCE CODE ARE CONSIDERED TRADE SECRETS
AND ITS SUPPLIERS AND ARE PROTECTED BY TRADE SECRET LAWS. WITHOUT
LIMITED THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER
SERVER OR LOCATION FOR FURTHER REPRDUCTION OR REDISTRIBUTION IS
EXPRESSLY PROHIBITED. YOU MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE
ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN
ANY SOFTWARE PROVIDED HEREUNDER.
7. INDEMNIFICATION
YOU
AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS PROVIDER, ITS EMPLOYEES,
MEMBERS, DIRECTORS, MANAGERS, OFFICERS OR AGENTS FROM AND AGAINST ANY
LOSS, LIABILITY, DAMAGE, PENALTY OR EXPENSE (INCLUDING ATTORNEYS' FEES,
EXPERT WITNESS FEES AND COST OF DEFENSE) THEY MAY SUFFER OR INCUR AS A
RESULT OF (I) ANY FAILURE BY YOU OR ANY EMPLOYEE, AGENT OR YOU OF YOU TO
COMPLY WITH THE TERMS OF THIS AGREEMENT; (II) ANY WARRANTY OR
REPRESENTATION MADE BY YOU BEING FALSE OR MISLEADING; (III) ANY
REPRESENTATION OR WARRANTY MADE BY YOU OR ANY EMPLOYEE OR AGENT OF YOU
TO ANY THIRD PERSON OTHER THAN AS SPECIFICALLY AUTHORIZED BY THIS
AGREEMENT, (IV) NEGLIGENCE OF YOU OR YOUR SUBCONTRACTORS, AGENTS OR
EMPLOYEES, OR (V) ANY ALLEGED OR ACTUAL VIOLATIONS BY YOU OR YOUR
SUBCONTRACTORS, EMPLOYEES OR AGENTS OF ANY GOVERNMENTAL LAWS,
REGULATIONS OR RULES.
8. COPYRIGHT AND TRADEMARK NOTICES
ALL
MATERIALS ON THE WEBSITE (AS WELL AS THE ORGANIZATION AND LAYOUT OF THE
WEBSITE) ARE OWNED AND COPYRIGHTED OR LICENSED BY AND TO THE PROVIDER,
ITS AFFILIATES OR ITS SUPPLIERS. ALL RIGHTS RESERVED. NO REPRODUCTION,
DISTRIBUTION, OR TRANSMISSION OF THE COPYRIGHTED MATERIALS AT THE PCI
WEBSITE IS PERMITTED WITHOUT THE WRITTEN PERMISSION OF PROVIDER. ANY
RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.
9. INTELLECTUAL PROPERTY
'INTELLECTUAL
PROPERTY' MEANS ALL OF THE FOLLOWING OWNED BY A PARTY: (I) TRADEMARKS
AND SERVICE MARKS (REGISTERED AND UNREGISTERED) AND TRADE NAMES, AND
GOODWILL ASSOCIATED THEREWITH; (II) PATENTS, PATENTABLE INVENTIONS,
COMPUTER PROGRAMS, AND SOFTWARE; (III) DATABASES; (IV) TRADE SECRETS AND
THE RIGHT TO LIMIT THE USE OR DISCLOSURE THEREOF; (V) COPYRIGHTS IN ALL
WORKS, INCLUDING SOFTWARE PROGRAMS; AND (VI) DOMAIN NAMES. THE RIGHTS
OWNED BY A PARTY IN ITS INTELLECTUAL PROPERTY SHALL BE DEFINED,
COLLECTIVELY, AS 'INTELLECTUAL PROPERTY RIGHTS.' OTHER THAN THE EXPRESS
LICENSES GRANTED BY THIS AGREEMENT, PROVIDER GRANTS NO RIGHT OR LICENSE
TO YOU BY IMPLICATION, ESTOPPEL OR OTHERWISE TO ANY INTELLECTUAL
PROPERTY RIGHTS. PROVIDER SHALL RETAIN ALL OWNERSHIP RIGHTS, TITLE, AND
INTEREST IN AND TO ITS OWN PRODUCTS AND SERVICES AND ALL INTELLECTUAL
PROPERTY RIGHTS THEREIN, SUBJECT ONLY TO THE RIGHTS AND LICENSES
SPECIFICALLY GRANTED HEREIN. PROVIDER (AND NOT YOU) SHALL HAVE THE SOLE
RIGHT, BUT NOT THE OBLIGATION, TO PURSUE COPYRIGHT AND PATENT
PROTECTION, IN ITS SOLE DISCRETION, FOR ANY INTELLECTUAL PROPERTY RIGHTS
INCORPORATED THEREIN. YOU WILL COOPERATE WITH PROVIDER IN PURSUING SUCH
PROTECTION, INCLUDING WITHOUT LIMITATION EXECUTING AND DELIVERING TO
PROVIDER SUCH INSTRUMENTS AS MAY BE REQUIRED TO REGISTER OR PERFECT
PROVIDER'S INTERESTS IN ANY INTELLECTUAL PROPERTY RIGHTS AND ANY
ASSIGNMENTS THEREOF. YOU SHALL NOT REMOVE OR DESTROY ANY PROPRIETARY,
CONFIDENTIALITY, TRADEMARK, SERVICE MARK, OR COPYRIGHT MARKINGS OR
NOTICES PLACED UPON OR CONTAINED IN ANY MATERIALS OR DOCUMENTATION
RECEIVED FROM PROVIDER IN CONNECTION WITH THIS AGREEMENT.
10. MODIFICATION
PROVIDER
RESERVES THE RIGHT AT ANYTIME AND FROM TIME TO TIME TO MODIFY,
DISCONTINUE, TEMPORARILY OR PERMANENTLY, THE SERVICE (OR ANY PART
THEREOF) WITH OR WITHOUT NOTICE. YOU AGREE THAT PROVIDER SHALL NOT BE
LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION OR
DISCONTINUANCE OF THE SERVICE.
11. TERMINATION AND CANCELLATION
EITHER
YOU OR PROVIDER MAY TERMINATE OR CANCEL THE SERVICE AT ANY TIME. YOU
UNDERSTAND AND AGREE THAT THE CANCELLATION OF YOUR ACCOUNT IS YOUR SOLE
RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH PROVIDER. THIS
INCLUDES, BUT IS NOT LIMITED TO, ANY DISPUTE RELATED TO, OR ARISING OUT
OF: (1) ANY TERM OF THIS SERVICE AGREEMENT OR PROVIDER’S ENFORCEMENT OR
APPLICATION OF ANY SUCH TERM; (2) ANY POLICY OR PRACTICE OF PROVIDER,
INCLUDING PROVIDER’S PRIVACY POLICY AND ANTI SPAM POLICY, OR PROVIDER’S
ENFORCEMENT OR APPLICATION OF THESE POLICIES; (3) THE CONTENT AVAILABLE
THROUGH PROVIDER OR ANY CHANGE IN CONTENT PROVIDED THROUGH PROVIDER; OR
(4) THE AMOUNT OR TYPE OF FEES, SURCHARGES, APPLICABLE TAXES, BILLING
METHODS, OR ANY CHANGE TO THE FEES, APPLICABLE TAXES, SURCHARGES OR
BILLING METHODS. ALL OTHER PROVISIONS OF THIS AGREEMENT WHICH MAY
REASONABLY BE CONSTRUED AS SURVIVING SUCH TERMINATION WILL SURVIVE THE
TERMINATION OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO PARAGRAPHS
1, 2, 3, 4, 5, 6, 7, 8, 9, 10, AND 11.
12. GENERAL TERMS
IF
ANY PROVISION OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT
JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE FOR ANY REASON, THE
REMAINING PROVISIONS NOT SO DECLARED SHALL NEVERTHELESS CONTINUE IN FULL
FORCE AND EFFECT, BUT SHALL BE CONSTRUED IN A MANNER SO AS TO
EFFECTUATE THE INTENT OF THIS AGREEMENT AS A WHOLE, NOTWITHSTANDING SUCH
STRICKEN PROVISION OR PROVISIONS. NO TERM OR PROVISION OF THIS
AGREEMENT SHALL BE DEEMED WAIVED AND NO BREACH EXCUSED, UNLESS SUCH
WAIVER OR CONSENT SHALL BE IN WRITING AND SIGNED BY THE PARTY CLAIMED TO
HAVE WAIVED OR CONSENTED. ANY CONSENT BY ANY PARTY TO, OR WAIVER OF, A
BREACH BY THE OTHER PARTY, WHETHER EXPRESS OR IMPLIED, SHALL NOT
CONSTITUTE CONSENT TO, WAIVER OF, OR EXCUSE FOR ANY DIFFERENT OR
SUBSEQUENT BREACH. YOU MAY NOT ASSIGN THIS AGREEMENT WITHOUT THE WRITTEN
CONSENT OF PROVIDER. PROVIDER MAY ASSIGN THIS AGREEMENT IN ITS SOLE
DISCRETION WITHOUT THE WRITTEN CONSENT OF YOU. THE SECTION HEADINGS
CONTAINED IN THIS AGREEMENT ARE FOR CONVENIENT REFERENCE ONLY, AND SHALL
NOT IN ANY WAY AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
THIS AGREEMENT, INCLUDING ALL SCHEDULES, EXHIBITS AND ATTACHMENTS
THERETO, SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE
PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN, AND
SUPERSEDES ALL PRIOR AGREEMENTS, PROMISES, COVENANTS, ARRANGEMENTS,
COMMUNICATIONS, REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN,
BY ANY OFFICER, PARTNER, EMPLOYEE OR REPRESENTATIVE OF ANY PARTY HERETO.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE ONLY TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS. NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO
CONFER OR SHALL BE DEEMED TO CONFER UPON ANY PERSONS OR ENTITIES NOT
PARTIES TO THIS AGREEMENT, ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF
THIS AGREEMENT. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO (IRRESPECTIVE OF ITS
CHOICE OF LAW PRINCIPLES). THE PARTIES HEREBY AGREE THAT ANY SUIT TO
ENFORCE ANY PROVISION OF THIS AGREEMENT OR ARISING OUT OF OR BASED UPON
THIS AGREEMENT OR THE BUSINESS RELATIONSHIP BETWEEN THE PARTIES HERETO
SHALL BE BROUGHT IN FEDERAL OR STATE COURT IN COLORADO. EACH PARTY
HEREBY AGREES THAT SUCH COURTS SHALL HAVE EXCLUSIVE PERSONAL
JURISDICTION AND VENUE WITH RESPECT TO SUCH PARTY. EACH PARTY HEREBY
SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS.
EACH PARTY HEREBY AGREES THAT SUCH COURTS SHALL HAVE EXCLUSIVE PERSONAL
JURISDICTION AND VENUE WITH RESPECT TO SUCH PARTY. EACH PARTY HEREBY
SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS.
SHOULD SUIT BE BROUGHT TO ENFORCE OR INTERPRET ANY PART OF THIS
AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS
REASONABLE ATTORNEYS' FEES AND COSTS, INCLUDING EXPERT WITNESS FEES AND
FEES ON ANY APPEAL.